How can foreign investors challenge unauthorized payments from a Turkish company bank account? Learn how to investigate suspicious transfers, preserve banking evidence, recover company funds, pursue manager liability and protect company assets in Turkey.

Foreign investors who discover unexplained or unauthorized payments from a Turkish company’s bank account should act quickly.

The payment may result from a simple accounting error, an improperly approved transaction, misuse of management authority, a related-party transaction, diversion of company assets or, in serious cases, conduct requiring both corporate and criminal-law review.

The first objective should be to preserve the money and evidence, not immediately accuse the Turkish business partner or company manager of fraud.

A systematic investigation should determine:

Who authorized the payment?

Who received the money?

What was the stated commercial purpose?

Was the payment within the manager’s authority?

Did the company receive anything in return?

Can the money be recovered?

What Counts as an Unauthorized Company Payment?

Potentially problematic payments can include:

• Transfers made without required corporate approval;
• Payments exceeding a manager’s authority;
• Transfers to a shareholder’s personal account;
• Payments to relatives;
• Payments to related companies;
• Fictitious consultancy fees;
• Payments without invoices;
• Excessive management bonuses;
• Unapproved loans;
• Personal expenses paid by the company;
• Transfers made contrary to dual-signature requirements;
• Payments based on false or misleading documents.

However, unusual does not automatically mean unlawful.

The underlying transaction must be investigated.

1. Preserve the Bank Records Immediately

Obtain and preserve:

• Bank statements;
• Transfer receipts;
• SWIFT records;
• Payment instructions;
• Online banking logs where available;
• Beneficiary information;
• Transaction descriptions;
• Approval records.

Do not rely solely on screenshots.

The original banking records may later become important evidence.

2. Identify Who Created and Approved the Payment

Many corporate banking systems distinguish between:

Payment creator

and

Payment approver.

Determine:

• Who entered the transaction;
• Who approved it;
• Which user account was used;
• Whether one or two approvals were required;
• Whether transaction limits applied.

This can identify the individuals actually involved.

3. Check the Company’s Signature Authority

The foreign investor should obtain current and historical records showing representation authority.

Determine whether the person making the payment had:

• Individual representation authority;
• Joint representation authority;
• Limited banking authority;
• No relevant authority.

The fact that someone is a company manager does not necessarily mean that every transaction they make is internally authorized.

4. Check the Articles of Association

Review whether the payment concerned a matter requiring:

• General assembly approval;
• Board approval;
• Multiple signatures;
• Shareholder consent;
• Special authorization.

A payment can become problematic even where the individual had technical access to the bank account.

5. Review the Shareholders’ Agreement

Foreign investors frequently overlook this document.

It may establish additional controls concerning:

• Payments above a threshold;
• Related-party transactions;
• Capital expenditure;
• Loans;
• Management remuneration;
• Asset purchases;
• Guarantees.

For example:

Payments above TRY 2 million require both shareholders’ approval.

If one manager transfers TRY 8 million without consent, the contractual consequences should be examined separately from the bank’s treatment of the transaction.

6. Identify the Beneficiary

Determine exactly who received the money.

Investigate whether the beneficiary is:

• Supplier;
• Customer;
• Manager;
• Shareholder;
• Employee;
• Relative;
• Related company;
• Foreign entity.

The ownership structure of the recipient may be critical.

7. Investigate Related-Party Payments

Suppose the Turkish business partner controls another company.

The jointly owned company transfers TRY 10 million to that entity for “consultancy.”

Ask:

1. Was there a contract?
2. Were services actually performed?
3. Is there an invoice?
4. Was the price commercially reasonable?
5. Who approved the payment?
6. Was the relationship disclosed?

A genuine related-party transaction is possible.

But related ownership combined with weak documentation should receive careful scrutiny.

8. Match the Payment With an Invoice

An invoice alone does not necessarily prove that the payment was legitimate.

Check:

Bank payment → invoice → contract → delivery → accounting entry

For services, request evidence showing what was actually performed.

For goods, check:

• Purchase order;
• Delivery note;
• Inventory;
• Customs records where applicable.

9. Check Whether the Invoice Was Created After the Payment

Chronology can be important.

If a large payment was made first and supporting documentation appeared only after the shareholder began asking questions, investigate carefully.

Do not assume retrospective documentation is automatically fraudulent, but establish why it was created later.

10. Review the Accounting Entry

Determine how the transaction was recorded.

Was it described as:

• Supplier expense;
• Consultancy;
• Shareholder loan;
• Advance;
• Salary;
• Bonus;
• Expense reimbursement;
• Asset purchase?

The accounting description should correspond with the economic reality.

11. What If Money Was Transferred to the Manager Personally?

Request an immediate explanation and supporting records.

Possible legitimate explanations could include properly documented:

• Expense reimbursement;
• Salary;
• Management remuneration;
• Loan repayment.

But unexplained company-to-manager payments require close investigation.

12. What If the Manager Says It Was a Loan Repayment?

Request evidence of the original loan.

The investor should be able to trace:

Original payment to company → loan documentation → accounting entry → repayment decision → repayment

If no original loan can be identified, the explanation should be investigated further.

13. What If the Manager Claims the Payment Was a Bonus?

Check who had authority to approve remuneration.

Request:

• Employment agreement;
• Management agreement;
• Corporate resolution;
• Payroll records;
• Tax treatment.

A manager should not simply determine and pay substantial personal compensation without examining the applicable approval framework.

14. Check Company Credit Cards

Unauthorized extraction of company value does not always occur through bank transfers.

Review:

• Corporate card statements;
• Cash advances;
• Travel expenses;
• Hotel expenses;
• Vehicle expenses;
• Entertainment;
• Personal purchases.

Individual transactions may appear small but become substantial when aggregated.

15. Investigate Cash Withdrawals

Cash creates additional tracing difficulties.

For every significant withdrawal, identify:

• Person making withdrawal;
• Amount;
• Date;
• Purpose;
• Receipt;
• Accounting entry.

Repeated unexplained cash withdrawals can be an important warning sign.

16. Check Whether Customer Revenue Has Been Redirected

Sometimes the problem is not money leaving the company account.

Instead, company money never reaches the account.

Investigate whether customers have been instructed to pay:

• Manager personally;
• Another shareholder;
• Related company;
• Foreign account;
• Newly created company.

Compare customer invoices with actual receipts.

17. Preserve Emails and Corporate Communications

Lawfully preserve relevant:

• Emails;
• Messages;
• Payment instructions;
• Board correspondence;
• Accountant communications;
• Supplier correspondence.

Do not delete or alter electronic evidence.

18. Board Members May Have Significant Information Rights

Where the foreign investor has a representative on the board of a joint stock company, Article 392 of the Turkish Commercial Code becomes particularly important.

It provides board members with rights to request information about company business, ask questions and examine relevant company records.

This can be important when management attempts to prevent the foreign investor’s board representative from investigating questioned payments.

19. Request the Company’s Financial Records Formally

If management refuses voluntary disclosure, create a documented written request.

Request specifically:

• Bank statements;
• Payment approvals;
• Contracts;
• Invoices;
• Accounting records;
• Related-party information;
• Corporate resolutions.

Do not merely request “all financial information.”

20. Can the Foreign Investor Ask the Bank to Reverse the Transfer?

Possibly, particularly if action is taken immediately.

But completed bank transfers cannot necessarily be reversed merely because one shareholder later disputes the underlying transaction.

The investor should immediately establish:

• Whether payment is pending;
• Whether it has settled;
• Whether recipient bank can be contacted;
• Whether there is evidence of unauthorized access;
• Whether the dispute concerns banking authorization or internal corporate authority.

These distinctions matter.

21. Bank Authorization and Corporate Authorization Are Different

This distinction is extremely important.

A manager may have valid banking credentials but nevertheless breach internal company rules.

For example:

Bank authorization: Manager may transfer up to TRY 10 million.

Shareholders’ agreement: Payments above TRY 2 million require investor approval.

A TRY 5 million payment might therefore be technically executable at the bank while still creating an internal corporate or contractual dispute.

22. Can the Bank Be Responsible?

Potentially, but not every disputed payment creates bank liability.

Bank responsibility requires separate examination of matters such as:

• Signature authority;
• Banking mandate;
• Authentication;
• Transaction instructions;
• Security procedures;
• Notice of authority changes.

If the bank properly executed a transaction ordered by an authorized representative, the underlying dispute may primarily concern the company and manager.

23. What If the Payment Was Made After the Manager’s Authority Ended?

This requires urgent investigation.

Preserve evidence of:

• Removal date;
• Resignation date;
• Corporate resolution;
• Registration;
• Bank notification;
• Termination of online banking access.

Timing can determine whether the bank and former manager face different issues.

24. Can the Company Recover the Money From the Manager?

Potentially.

Article 553 of the Turkish Commercial Code provides a liability framework concerning founders, board members, managers and liquidators who breach obligations arising from law or the company’s constitutional documents and cause damage.

Accordingly, an unauthorized payment that causes loss may potentially create management-liability issues.

The specific elements of the claim must still be established.

25. Who Suffered the Loss: Company or Foreign Shareholder?

This distinction is essential.

Suppose:

Company funds before transfer: TRY 30 million

Unauthorized payment: TRY 10 million

The immediate loss may belong to the company.

The foreign shareholder may economically suffer because the value of its investment decreases, but this does not automatically mean that the entire TRY 10 million is a direct personal claim belonging to that shareholder.

The correct claimant must be identified before proceedings are started.

26. Can the Foreign Shareholder Personally Sue the Manager?

Potentially, depending on whether the investor suffered a legally recognized direct loss and the legal basis relied upon.

Where the primary loss belongs to the company, the corporate liability framework must be analyzed carefully.

Do not automatically confuse shareholder economic loss with direct personal damage.

27. Can the Company Sue Its Own Manager?

Potentially.

Where a manager’s breach of statutory or corporate duties causes company loss, management liability may arise.

The evidence should establish:

• Duty;
• Breach;
• Damage;
• Causation;
• Applicable fault framework.

The statutory responsibility rules recognize liability toward the company, shareholders and company creditors in qualifying circumstances.

28. Can the Manager Say Another Employee Made the Payment?

Delegation does not automatically resolve responsibility.

The investor should establish:

• Who had authority;
• Who gave instructions;
• Who selected the employee;
• Who supervised the transaction;
• Who benefited.

Turkish Commercial Code Article 553 also addresses responsibility in circumstances involving lawful delegation of duties and powers.

29. Is a Manager Responsible for Everything Employees Do?

No.

The statutory framework also recognizes that nobody should simply be held responsible for unlawful acts or irregularities beyond their control.

Therefore, responsibility should be tied to actual authority, conduct and the applicable legal duties.

30. Can the Foreign Investor Seek an Interim Injunction?

Potentially.

If there is evidence that additional company funds are about to be transferred, urgent protective relief may need to be considered.

For example:

First transfer: TRY 5 million

Second planned transfer: TRY 12 million

Recipient: Related company

Waiting until the underlying litigation ends could make recovery considerably more difficult.

The precise interim measure depends on the claim, evidence and urgency.

31. Can Assets of the Recipient Be Protected?

Potentially, depending on the nature of the claim and statutory conditions.

The investor should identify:

• Recipient’s legal identity;
• Bank account;
• Property;
• Corporate relationship;
• Whether money remains traceable.

Speed can matter substantially where funds are moving through several accounts.

32. Can a Precautionary Attachment Be Considered?

Potentially, where the statutory conditions governing such relief are satisfied.

This is different from an ordinary final enforcement proceeding.

The purpose of provisional protection is to prevent a future judgment from becoming practically worthless.

33. Can the Manager’s Authority Be Restricted?

Potentially.

Where unauthorized payments form part of broader managerial misconduct, the company may need to consider:

• Removing banking authority;
• Changing signature authority;
• Requiring dual approval;
• Removing the manager;
• Seeking judicial restriction of management authority where available.

Corporate procedure must be followed correctly.

34. Can a Limited Company Manager Be Removed?

Potentially.

Where the applicable statutory conditions exist, removal or judicial restriction of management and representation authority may be considered.

Evidence of repeated unauthorized transfers can become highly relevant when evaluating serious managerial misconduct.

35. Can a Joint Stock Company Board Member Be Removed?

Potentially, subject to the Turkish Commercial Code, articles of association and corporate voting structure.

Management removal should be coordinated with the recovery strategy.

Simply removing the person does not recover money already transferred.

36. What If the Foreign Investor Owns 51%?

Majority ownership can provide significant governance power.

However, the investor must still follow:

• Meeting requirements;
• Voting requirements;
• Articles of association;
• Corporate registration procedures.

Do not respond to an unauthorized payment with another procedurally defective corporate act.

37. What If Ownership Is 50/50?

This creates greater difficulty.

For example:

Foreign investor: 50%

Turkish partner/manager: 50%

If the Turkish partner refuses to cooperate, ordinary corporate decision-making may become deadlocked.

The strategy may need to combine:

• Information rights;
• Judicial remedies;
• Interim protection;
• Manager removal;
• Liability proceedings;
• Negotiated or judicial exit strategies.

38. What If the Payment Went to Another Company Owned by the Turkish Partner?

Build a complete ownership map.

Identify:

Turkish partner → ownership/control → recipient company

Then reconstruct:

Contract → invoice → service/product → payment → accounting

If the transaction lacks commercial substance, recovery and management-liability claims may need to be considered.

39. What If the Money Was Transferred Abroad?

International transfer does not prevent legal action.

Preserve:

• SWIFT record;
• Recipient bank;
• Recipient entity;
• Country;
• Contract;
• Invoice;
• Beneficial ownership information.

Cross-border recovery may require additional proceedings depending on where the funds or recipient are located.

40. What If the Manager Used a Fake Invoice?

Potential document falsification or fraudulent conduct requires a separate criminal-law assessment.

Preserve the original document.

Compare it with:

• Supplier records;
• Tax records;
• Delivery documents;
• Communications;
• Banking information.

Do not alter or annotate the original evidence.

41. Should the Foreign Investor Immediately File a Criminal Complaint?

Not every unauthorized corporate payment is necessarily a criminal offence.

Some disputes concern:

• Corporate authority;
• Contractual breach;
• Manager liability;
• Accounting disagreement.

Others may reveal evidence of criminal conduct.

The factual record should therefore be reconstructed before legal characterization.

Where evidence genuinely indicates criminal conduct, criminal remedies can be evaluated alongside corporate recovery proceedings.

42. Avoid Using Criminal Proceedings Only as Commercial Pressure

A shareholder dispute should not automatically be converted into a criminal accusation.

Unsupported allegations can complicate the dispute.

The strongest approach is evidence-driven:

transaction → authority → documentation → beneficiary → company loss.

43. Can the Foreign Investor Recover Interest?

Potentially, depending on the legal basis of the repayment claim, when the obligation became due and whether default requirements are satisfied.

Interest should therefore be calculated as part of the overall recovery analysis.

44. Can Multiple Unauthorized Payments Be Combined?

A pattern can be particularly important.

Create a transaction schedule:

Date	Amount	Recipient	Purpose	Approval	Evidence
10 Jan	TRY 750K	Supplier	Equipment	Approved	Complete
18 Feb	TRY 2.4M	Related Co.	Consulting	Disputed	Limited
6 Mar	TRY 1.1M	Manager	Loan repayment	Disputed	No loan found
15 Apr	TRY 3.2M	Related Co.	Services	Disputed	Incomplete

This allows the investor to demonstrate a pattern rather than arguing about isolated payments.

45. Consider a Forensic Financial Review

For complex disputes, transaction reconstruction can be more important than reviewing annual financial statements.

The review should compare:

• Bank accounts;
• General ledger;
• Invoices;
• Contracts;
• Shareholder accounts;
• Related-party transactions;
• Tax records;
• Management expenses.

46. Check Whether Unauthorized Payments Reduced Company Profits

Payments may also affect dividend rights.

If TRY 20 million of questionable expenses reduced annual profit, the investor may face both:

• Company asset loss;
• Reduced distributable profits.

These issues should be analyzed separately to avoid double counting.

47. Document All Resulting Losses

Unauthorized payments may cause additional damage such as:

• Lost interest;
• Loan default;
• Supplier penalties;
• Tax consequences;
• Lost contracts;
• Emergency financing costs.

Preserve supporting documents.

48. Change Internal Controls After the Incident

Recovery is only half the solution.

Consider implementing:

• Dual bank authorization;
• Payment thresholds;
• Board approval for related-party transactions;
• Monthly bank reporting;
• Independent accounting access;
• Restricted corporate cards;
• Regular financial reporting.

Foreign investors should reduce the possibility of recurrence.

First 48-Hour Action Plan

Foreign investors discovering an unauthorized payment should:

1. Preserve bank statements and transfer evidence.
2. Determine whether the transfer can still be stopped.
3. Identify the beneficiary.
4. Identify who initiated and approved the payment.
5. Review signature authority.
6. Review the articles of association.
7. Review the shareholders’ agreement.
8. Obtain the invoice and underlying contract.
9. Determine whether the beneficiary is related to management.
10. Preserve emails and accounting records.
11. Assess risk of additional transfers.
12. Consider urgent protective measures.
13. Determine whether the claim belongs to the company or shareholder.
14. Evaluate manager liability.
15. Strengthen banking controls immediately.

Frequently Asked Questions

1. Can a foreign investor challenge a payment made by a Turkish company manager without shareholder approval?

Potentially. The answer depends on the manager’s authority, company documents, nature of the transaction and whether shareholder or board approval was legally or contractually required.

2. Can the investor ask the bank to reverse the transfer?

Possibly, especially if the transaction has not yet been completed. Once settled, recovery can become more complicated.

3. Is a payment automatically valid because the manager had online banking authority?

No. Banking authority and internal corporate authority are different issues.

4. Can a manager be personally liable for an unauthorized payment?

Potentially. The Turkish Commercial Code provides a liability framework where managers or directors breach applicable duties and cause damage.

5. Can the foreign shareholder personally recover the entire amount?

Not necessarily. If company assets were taken, the direct loss may primarily belong to the company. The correct claimant should be identified before proceedings begin.

6. What if the money was transferred to the Turkish partner’s other company?

The relationship, contract, services, pricing, approvals and commercial purpose should be investigated carefully.

7. Can the investor freeze assets before final judgment?

Potentially, if the statutory conditions for the relevant interim protective measure are satisfied.

8. Can repeated unauthorized payments justify removal of the manager?

Potentially. Repeated misuse of company funds may become significant evidence in proceedings concerning management authority and liability.

9. Should a criminal complaint always be filed?

No. Unauthorized payments can involve corporate, contractual or criminal issues. The evidence should first be reconstructed and the correct legal characterization determined.

10. What is the most important immediate step?

Preserve the complete transaction trail and determine who authorized the payment, where the money went, what corporate authority existed and whether additional funds remain at risk.

Client-Focused Legal Support for Unauthorized Company Payments in Turkey

Unauthorized company payments can rapidly develop into a wider shareholder dispute involving corporate control, financial records, related-party transactions and management liability.

Foreign investors should act before the financial trail becomes difficult to reconstruct.

The strongest strategy generally begins with banking evidence, corporate authority records, accounting records, beneficiary identification and transaction tracing.

Where the evidence demonstrates breach of managerial duties and company loss, Turkish company law provides mechanisms through which liability may potentially be pursued. Article 553 of the Turkish Commercial Code specifically establishes a liability framework for directors and managers who breach their statutory or corporate obligations and cause damage.

Fırat Fesih Kaya Law Office assists foreign shareholders, international investors and foreign-owned companies with unauthorized company payments, misuse of corporate bank accounts, related-party transfers, manager liability, shareholder disputes and urgent protection of company assets in Turkey.

Lawyer Fırat Fesih Kaya provides legal assistance in reconstructing disputed transactions, obtaining financial records, assessing management authority, pursuing recovery of company funds and protecting foreign investors against further unauthorized transfers.

Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yıldırım Tower, Office No:148, 06520 Balgat, Çankaya, Ankara, Turkey

This article is intended for general information and does not constitute legal advice. Available remedies depend on the company’s legal form, management authority, banking arrangements, corporate documents, transaction evidence and specific circumstances of the dispute.