Protecting Company Assets During a Partnership Dispute in Turkey | 2026 Guide

How can foreign investors protect company assets during a shareholder or partnership dispute in Turkey? Learn about bank controls, interim protection, manager removal, unauthorized transfers, financial records, asset preservation and 50/50 company deadlocks.

A partnership dispute in a Turkish company can quickly become an asset-protection problem.

A foreign investor may initially disagree with a Turkish business partner about management, profits or strategy. The situation becomes substantially more serious when there is a risk that company money, real estate, machinery, inventory, receivables or other assets may be transferred before the dispute is resolved.

The investor’s immediate objective should usually be:

Preserve the company while the ownership and management dispute is being resolved.

This requires separating three questions:

1. Who owns the disputed assets?
2. Who currently has authority to control them?
3. What can be done to prevent irreversible transactions?

For limited liability companies, the Turkish Commercial Code places important matters—including appointment and removal of managers, approval of financial statements, profit decisions and certain share-transfer matters—within the general assembly’s non-transferable powers. Managers are also required to act diligently and protect the company’s interests.

1. Start With an Immediate Asset Map

Foreign investors should identify the company’s significant assets before confronting the other shareholder.

Prepare a list covering:

• Bank accounts;
• Cash;
• Real estate;
• Vehicles;
• Machinery;
• Inventory;
• Customer receivables;
• Shares in subsidiaries;
• Intellectual property;
• Domains and digital assets;
• Securities;
• Deposits;
• Insurance proceeds.

You cannot effectively protect assets that have not been identified.

2. Map Who Controls the Company’s Bank Accounts

Banking control is usually the first priority.

Determine:

• Which banks hold company accounts;
• Current balances;
• Who has online banking access;
• Who can create payments;
• Who can approve payments;
• Transaction limits;
• Whether dual approval exists;
• Who holds corporate credit cards.

Do not wait until money disappears before determining how the banking structure works.

3. Preserve Bank Statements Immediately

Obtain available historical statements and transaction records.

Preserve evidence of:

• Large withdrawals;
• Related-party transfers;
• Payments to shareholders;
• Payments to managers;
• Cash withdrawals;
• Foreign transfers;
• New beneficiaries;
• Unusual loans.

Historical records may later become essential in proving a pattern of asset diversion.

4. Consider Dual Bank Authorization

Where corporate governance permits, a company facing a serious shareholder dispute may need stronger payment controls.

Possible internal safeguards include:

• Dual approval;
• Lower transaction limits;
• Board approval for major payments;
• Restrictions on corporate cards;
• Additional review of related-party payments.

Any change must comply with valid corporate authority and banking requirements.

A foreign shareholder should not simply instruct a bank to disregard a legally authorized company representative without a proper legal basis.

5. Review Signature and Representation Authority

Obtain current corporate records showing who can legally represent the company.

For limited companies, the Turkish Commercial Code provides rules governing managers’ representation authority and permits the general assembly to remove managers or restrict management and representation authority.

Determine whether the Turkish partner can:

• Sign individually;
• Sign only jointly;
• Sell assets;
• Borrow money;
• Create security;
• Open bank accounts.

This is different from simply asking who owns the majority of the shares.

6. Check the Articles of Association

The articles may contain important safeguards concerning:

• Management appointments;
• Joint signatures;
• Reserved matters;
• Asset sales;
• Borrowing;
• Capital transactions;
• Manager removal.

Do not assume that percentage ownership alone determines corporate authority.

7. Review the Shareholders’ Agreement

Foreign investors should also review any shareholders’ agreement for provisions dealing with:

• Reserved matters;
• Spending limits;
• Related-party transactions;
• Asset disposals;
• Borrowing;
• Guarantees;
• Management appointments;
• Deadlock;
• Exit rights.

For example, the agreement may require both shareholders to approve any transaction above a specified threshold.

8. Identify Assets That Can Be Moved Quickly

Not every asset presents the same risk.

A factory building cannot disappear overnight as easily as cash.

Higher-risk assets often include:

• Bank deposits;
• Securities;
• Customer payments;
• Inventory;
• Vehicles;
• Intellectual property;
• Digital assets.

Prioritize according to how quickly the asset can be transferred.

9. Monitor Company Real Estate

Obtain current information concerning significant company properties.

Identify:

• Ownership;
• Mortgages;
• Existing restrictions;
• Recent transactions;
• Potential sale negotiations.

If there is concrete evidence of an imminent unauthorized disposal, urgent judicial protection may need to be evaluated.

10. Protect Machinery and Equipment

In manufacturing companies, machinery can represent substantial corporate value.

Prepare an inventory containing:

• Description;
• Serial number;
• Location;
• Purchase invoice;
• Approximate value.

Photographic and documentary records may become useful if equipment is later removed.

11. Protect Company Inventory

Inventory can disappear gradually during a shareholder dispute.

Compare:

Accounting inventory → warehouse records → physical stock → sales invoices

Large discrepancies should be investigated.

12. Protect Customer Receivables

A business partner may attempt to redirect customers to another bank account or related company.

Notify appropriate finance personnel of valid payment procedures where necessary.

Review whether customers have received instructions to pay:

• A shareholder personally;
• A manager;
• Another company;
• A foreign account.

Customer receivables are company assets.

13. Investigate Related-Party Transfers

Create a map of businesses connected with:

• Turkish partner;
• Managers;
• Family members;
• Directors;
• Key employees.

Then review company payments to those entities.

A related-party transaction is not automatically improper.

The important questions are:

• Was there a real commercial transaction?
• Was the price reasonable?
• Was approval obtained?
• Did the company receive value?

14. Watch for Newly Created Related Companies

One warning sign can be the creation of a new company performing substantially the same business.

Investigate whether:

• Customers are being redirected;
• Employees are moving;
• Inventory is transferred;
• Intellectual property is being used;
• Company opportunities are diverted.

The dispute may involve more than cash withdrawals.

15. Protect Intellectual Property

Identify ownership of:

• Trademarks;
• Patents;
• Software;
• Source code;
• Domains;
• Designs;
• Customer databases.

Confirm whether these assets belong to the company or individual shareholders.

Do not wait until a dispute arises over ownership.

16. Protect Digital Access

Corporate control increasingly depends on digital credentials.

Create an access inventory for:

• Corporate email;
• Accounting software;
• Electronic invoicing;
• Cloud storage;
• Customer management systems;
• Websites;
• Domains.

Do not unlawfully access another person’s private account.

Corporate credentials should be secured through authorized company procedures.

17. Preserve Corporate Books and Records

Company documentation may become as important as physical assets.

Secure lawful access to:

• Share ledger;
• General assembly records;
• Management resolutions;
• Accounting records;
• Contracts;
• Financial statements;
• Tax documentation.

The Ministry of Trade’s current 2026 corporate-law materials continue to identify the Turkish Commercial Code and the Trade Registry Regulation among the core legislation governing companies and corporate records.

18. Do Not Remove Company Records Personally

A foreign shareholder should not respond to distrust by secretly removing original corporate records.

Preserve lawful copies where appropriate.

The objective is evidence preservation, not creating a second dispute concerning company property.

19. Monitor Unusual Company Loans

A business partner with management authority may attempt to create substantial company liabilities.

Check for:

• New bank loans;
• Private loans;
• Factoring;
• Credit facilities;
• Shareholder loans.

An investor should understand whether company assets are being depleted directly or indirectly through new debt.

20. Check Whether Company Assets Are Being Pledged

Review potential:

• Mortgages;
• Share pledges;
• Vehicle security;
• Receivables assignments;
• Other collateral arrangements.

Asset protection includes preventing unnecessary encumbrances, not merely preventing sales.

21. Investigate Company Guarantees

A company may lose value by guaranteeing debts belonging to:

• Turkish partner;
• Related company;
• Family business;
• Another group entity.

Request copies of guarantees and determine their corporate purpose and authorization.

22. Monitor Management Expenses

Look for unusual increases in:

• Salaries;
• Bonuses;
• Consultancy fees;
• Travel;
• Company credit cards;
• Expense reimbursements.

A shareholder dispute can sometimes lead to corporate value being extracted through expenses rather than direct transfers.

23. Consider Manager Removal

Where the business partner is also a limited-company manager and poses a genuine risk to company assets, removal may need to be considered.

Under Article 630 of the Turkish Commercial Code, the general assembly may remove a manager and restrict management and representation authority. The statutory framework also provides for judicial intervention concerning a manager’s authority where justified grounds exist.

This remedy should be evaluated according to the company’s ownership and voting structure.

24. What If the Foreign Investor Has Majority Control?

Majority ownership may make corporate intervention easier, but the investor must still comply with:

• Meeting procedures;
• Voting requirements;
• Articles of association;
• Statutory rules;
• Registration requirements.

Do not attempt to protect company assets using defective corporate resolutions.

25. What If the Company Is 50/50?

This is considerably more difficult.

For example:

Foreign investor: 50%

Turkish partner: 50%

Neither side may be able to adopt certain decisions alone.

The Constitutional Court’s 2025 decision concerning two-shareholder limited companies specifically addressed structural problems created when statutory voting requirements prevent effective use of certain shareholder remedies. The Court also noted the availability of dissolution proceedings for justified reasons and the court’s power under Article 636 to order an alternative appropriate solution in qualifying circumstances.

A 50/50 dispute therefore often requires judicial strategy rather than endless failed shareholder meetings.

26. Consider Interim Judicial Protection

Where there is concrete evidence of imminent asset dissipation, interim protection may be critical.

Examples include:

• Planned property sale;
• Large bank transfer;
• Transfer of machinery;
• Disposal of shares;
• Movement of valuable inventory;
• Transfer of intellectual property.

The requested measure should be proportionate and connected to the underlying claim.

27. Evidence of Urgency Matters

Courts should be presented with concrete facts rather than general distrust.

Compare:

Weak allegation:
“My partner may take company money.”

with:

Specific allegation:
“A TRY 8 million transfer to a company controlled by the manager is scheduled for tomorrow, following three similar disputed transfers.”

Specific evidence creates a substantially stronger foundation for urgent protection.

28. Preserve Evidence of Planned Transactions

Useful evidence may include:

• Emails;
• Draft contracts;
• Bank instructions;
• Sale advertisements;
• Board documents;
• Customer correspondence;
• Accounting records.

Preserve evidence lawfully.

29. Can Company Bank Accounts Be Frozen?

A complete freeze of company accounts can seriously damage the business and is not automatically the appropriate solution to every shareholder dispute.

Where judicial protection is sought, proportionality matters.

Sometimes the commercial objective should be to stop a specific disputed transaction while allowing legitimate company operations to continue.

30. Protect Payroll and Essential Operations

Asset protection should not destroy the business it is intended to protect.

Identify essential payments:

• Salaries;
• Taxes;
• Social security;
• Rent;
• Utilities;
• Critical suppliers;
• Insurance.

A successful strategy protects company value while maintaining legitimate operations.

31. Avoid Emptying the Account “For Protection”

A foreign investor should not transfer company money to a personal account merely because they distrust the other shareholder.

That could itself create:

• Corporate liability;
• Accounting problems;
• Evidence problems;
• Potential criminal allegations.

Company money should remain under lawful company control.

32. Do Not Transfer Assets to a New Company

Another dangerous response is:

“I will move everything to my own company before my partner does.”

This can transform the foreign investor from claimant into defendant.

Do not engage in competing asset diversion.

33. Do Not Backdate Corporate Resolutions

Never create retrospective documentation designed to make an earlier transaction appear authorized.

Preserve the actual chronology.

34. Challenge Unauthorized Payments

If suspicious payments have already occurred, build a transaction file showing:

Date → amount → recipient → authority → invoice → contract → corporate benefit

This helps determine whether the company may pursue recovery.

35. Separate Company Damage From Shareholder Damage

If TRY 10 million disappears from the company’s account, the immediate financial loss may belong to the company.

A shareholder’s investment may decrease in value, but the legal claims should distinguish company damage from direct shareholder damage.

This is important when deciding who should bring a claim and where recovered funds should be paid.

36. Consider Management Liability

Managers of limited companies are subject to duties of care and loyalty. Article 626 requires managers and persons involved in management to perform their duties diligently and safeguard the company’s interests in accordance with good-faith principles.

Where asset diversion causes company loss, management-liability remedies may therefore need to be evaluated.

37. Protect Against Unauthorized Share Transfers

Partnership disputes can also lead to attempts to alter ownership.

Review:

• Share ledger;
• Transfer documents;
• Powers of attorney;
• Corporate resolutions;
• Registry changes.

Ownership manipulation can rapidly change who controls the company’s assets.

38. Monitor General Assembly Activity

Preserve:

• Meeting notices;
• Agendas;
• Attendance records;
• Minutes;
• Voting records.

Do not ignore meetings simply because relations have broken down.

A disputed shareholder may use absence to attempt corporate changes.

39. Document Every Objection

Where appropriate, make objections in writing.

A clear documentary record can later show:

• When the investor learned of the transaction;
• When they objected;
• What documents they requested;
• How management responded.

This is considerably stronger than relying on oral conversations.

40. Consider an Independent Financial Review

Where substantial money is involved, an independent review can identify:

• Unexplained payments;
• Related-party transactions;
• Hidden liabilities;
• Shareholder withdrawals;
• Artificial expenses;
• Missing revenue.

The purpose should be to reconstruct company finances objectively.

41. Prepare a Related-Party Map

List:

Shareholder → family → companies → directors → suppliers → recipients of company money

This can reveal patterns that are difficult to see from annual financial statements alone.

42. Protect Evidence Before Negotiating

Settlement discussions may eventually be appropriate.

But before entering negotiations, secure:

• Financial records;
• Ownership records;
• Asset information;
• Bank evidence;
• Corporate documents.

Do not negotiate while the other side exclusively controls all relevant information.

43. Be Careful With Share Buyout Offers

A Turkish partner may offer to purchase the foreign investor’s shares during the dispute.

Before agreeing, investigate:

• Company cash;
• Debt;
• Property;
• Receivables;
• Inventory;
• Hidden liabilities;
• Related-party balances.

Otherwise, the investor may sell at an artificially reduced valuation.

44. Consider the Shareholders’ Agreement Deadlock Mechanism

A properly drafted agreement may contain:

• Negotiation period;
• Mediation;
• Buy-sell mechanism;
• Put option;
• Call option;
• Arbitration;
• Other exit mechanisms.

These provisions should be reviewed before commencing parallel proceedings that may affect contractual rights.

45. Dissolution May Be a Last-Resort Remedy

For limited liability companies, Article 636 provides a judicial route where justified reasons exist.

The Constitutional Court has confirmed that, rather than simply dissolving the company, the court may in qualifying circumstances order payment of the real value of the claimant’s share and their departure or adopt another appropriate and acceptable solution.

This can be particularly relevant where a partnership dispute has made continued operation extremely difficult.

46. Do Not Treat Dissolution as the First Option

A functioning company may have:

• Employees;
• Customers;
• Contracts;
• Licenses;
• Valuable goodwill.

Preserving enterprise value may be preferable to destroying the business merely to end the shareholder relationship.

47. Create a Daily Asset-Control Dashboard

During a serious dispute, maintain a simple record of:

Asset	Value	Current Controller	Immediate Risk	Protection Needed
Bank account	TRY 20M	Manager	High	Dual approval
Factory	TRY 80M	Company	Medium	Monitor records
Machinery	TRY 25M	Company	Medium	Inventory
Receivables	TRY 12M	Finance	High	Payment controls
Trademark	Significant	Company	Medium	Verify registration

This helps legal strategy focus on actual risks.

First 48-Hour Asset Protection Plan

Foreign investors facing a serious partnership dispute should:

1. Identify all significant company assets.
2. Preserve bank statements.
3. Map banking authority.
4. Review signature and representation powers.
5. Obtain the articles of association.
6. Review the shareholders’ agreement.
7. Preserve accounting records.
8. Check related-party transactions.
9. Review recent asset sales.
10. Identify new loans and guarantees.
11. Secure lawful access to corporate digital systems.
12. Preserve shareholder and management records.
13. Determine whether additional transfers are imminent.
14. Assess manager removal or restriction.
15. Consider proportionate interim judicial protection.
16. Maintain essential company operations.
17. Avoid retaliatory transfers of company assets.

Frequently Asked Questions

1. Can a foreign shareholder stop a Turkish business partner from transferring company assets?

Potentially, depending on management authority, corporate governance, the nature of the threatened transaction and whether the requirements for corporate or judicial intervention are satisfied.

2. Can a company manager’s authority be restricted?

Potentially. For limited companies, Article 630 expressly provides mechanisms concerning removal of managers and restriction of management and representation authority.

3. Can a foreign investor seek urgent court protection?

Potentially, where the applicable legal requirements are satisfied and there is concrete evidence of an imminent risk requiring interim protection.

4. What if the Turkish partner controls the company bank account?

The investor should immediately identify banking authority, preserve statements and determine whether lawful corporate or judicial measures can prevent unauthorized transfers.

5. What if the company is owned 50/50?

A 50/50 company may experience serious governance deadlock. Judicial remedies, interim protection and potential exit mechanisms may therefore become particularly important.

6. Can the foreign investor transfer company money to their own account for safekeeping?

This is generally a dangerous approach without a proper legal basis. Company assets should remain under lawful corporate control.

7. Can a manager be personally liable for misusing company assets?

Potentially. Managers have statutory duties to act diligently and safeguard company interests, and liability may arise where the applicable requirements are established.

8. What if company assets have already been transferred?

The transactions should be traced individually to determine the recipient, authority, legal basis, corporate benefit and potential recovery remedies.

9. Should the foreign investor immediately seek dissolution of the company?

Not necessarily. Preserving a functioning company’s value may be preferable. Dissolution and alternative judicial solutions should generally be considered in light of the entire dispute.

10. What is the most important immediate step?

Determine which company assets can be transferred quickly, who currently controls them and whether there is concrete evidence that a damaging transaction is imminent.

Client-Focused Legal Support During Partnership Disputes in Turkey

A shareholder dispute becomes substantially more dangerous when one side controls the company’s bank accounts, assets, accounting system or representation authority.

Foreign investors should therefore focus first on preserving the company rather than immediately attempting to end the partnership.

A strong asset-protection strategy may involve banking controls, preservation of corporate records, monitoring related-party transactions, restriction or removal of management authority, financial investigation, interim judicial protection and carefully structured shareholder exit proceedings.

For limited liability companies, Turkish law expressly imposes duties of care and loyalty on managers and provides mechanisms for removal or restriction of management and representation authority.

Where the dispute becomes so serious that continued partnership is no longer workable, Turkish company law also provides judicial mechanisms that can lead to dissolution or, depending on the circumstances, an alternative solution preserving greater economic value.

Fırat Fesih Kaya Law Office assists foreign investors, international companies and foreign shareholders with partnership disputes, protection of company assets, unauthorized transfers, manager misconduct, 50/50 shareholder deadlocks and corporate-control disputes in Turkey.

Lawyer Fırat Fesih Kaya provides legal assistance in preserving corporate assets, tracing disputed transactions, protecting financial records, challenging unauthorized management actions and pursuing appropriate interim and final remedies.

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 asset-protection measures depend on the company’s legal form, ownership structure, management authority, corporate documents, evidence of risk and specific circumstances of the dispute.