Foreign Investor Discovers a Forged Board Resolution in Turkey: Criminal Complaint and Evidence (2026 Updated Guide)

A foreign investor discovers a forged board resolution in a Turkish company. Learn how to preserve evidence, file a criminal complaint, challenge unauthorized transactions and protect company assets in Turkey.

A foreign investor who discovers that a board resolution has been forged in Turkey may face much more than an internal corporate dispute. A fabricated signature, altered resolution, false board minute or unauthorized corporate record may have been used to change company representation, access bank accounts, transfer assets, execute contracts or create the appearance that the investor approved a transaction. Depending on the facts, the conduct may raise issues involving document-related criminal offenses, fraud, breach of trust or other offenses, while simultaneously creating consequences under Turkish company law. The investor should therefore act on two tracks: preserve evidence for the criminal investigation and urgently prevent the disputed corporate document from producing further legal or financial consequences.

What Is a Forged Board Resolution?

The problem may arise where a person creates an entirely fictitious board resolution, inserts a forged signature into an authentic document, changes the contents after signature, adds a director who never attended the meeting or presents an unauthorized document as a valid corporate resolution.

The precise legal characterization depends on how the document was created, its legal character and how it was subsequently used.

Do Not Treat the Matter Only as a Shareholder Dispute

If a shareholder or director claims that their signature was fabricated, the matter should not automatically be reduced to a disagreement between business partners.

A genuinely forged corporate document can raise independent criminal-law questions.

Preserve the Original Document Immediately

If the original resolution is available, preserve it without adding handwriting, stamps or other markings.

The original may become important for handwriting, signature, ink, printing or other forensic examination.

Do Not Rely Only on a Photograph

A photograph or PDF can be useful evidence, particularly where it shows how the document was circulated. However, forensic examination of the original may provide additional evidence that cannot be obtained from a digital copy.

Determine who currently possesses the original.

Preserve Every Version of the Resolution

There may be several versions: a draft, signed copy, scanned PDF, version submitted to a bank, version retained in company records and version sent to another authority.

Preserve all of them.

Differences between versions can be extremely important.

Preserve Emails and Messages

Keep emails, messaging-app communications and other correspondence relating to preparation, approval, circulation and use of the resolution.

Do not delete messages merely because they appear unimportant at first glance.

Preserve Electronic Metadata

If the forged resolution was created electronically, metadata may help establish when a file was created, modified, scanned or transmitted.

Preserve the original electronic file rather than repeatedly forwarding or converting it.

Make a Forensic Copy Where Appropriate

For significant corporate fraud allegations, professional preservation of computers, email accounts and other relevant electronic material may be considered.

Evidence should be preserved in a manner that allows its authenticity and integrity to be demonstrated later.

Check the Company’s Board Records

Review the company’s board resolution book and other corporate records. Determine whether the disputed resolution was actually entered into the official corporate records and, if so, when and by whom.

Compare the disputed entry with surrounding genuine resolutions.

Was a Board Meeting Actually Held?

This is often one of the first factual questions.

Determine whether directors received notice, whether they attended, whether a meeting took place, what was discussed and whether the alleged decision was genuinely adopted.

Obtain Statements From Other Directors

Other board members may be able to confirm that no meeting occurred or that the disputed subject was never approved.

Their testimony can become important in both criminal and corporate proceedings.

Compare the Signature With Genuine Samples

Collect undisputed signature examples from reliable sources.

Possible examples may exist in previous company documents, banking records, notarized documents, contracts or other genuine corporate records.

Do not alter those documents for comparison purposes.

Handwriting and Signature Examination May Be Necessary

Where authenticity is disputed, forensic examination can become central.

The quality of the evidence may depend heavily on access to the original disputed document and suitable genuine comparison samples.

What If the Signature Was Inserted Digitally?

A forged signature does not necessarily have to be handwritten.

A scanned signature image may have been copied from another document and inserted electronically. In that situation, file history, metadata, email attachments and source devices may become particularly relevant.

What If the Investor Previously Signed a Blank Document?

This creates a different evidentiary problem.

The investigation may need to determine whether an authentic signature was subsequently used to create content that the investor never authorized.

Preserve communications explaining why and when the document was originally signed.

Determine How the Forged Resolution Was Used

Creating a false document and using it to obtain a financial or corporate advantage may raise different issues.

Investigate whether the resolution was submitted to a bank, business counterparty, accountant, registry-related process, notary or another institution.

Check the Company’s Bank Accounts Immediately

If the resolution concerned banking authority, review recent transactions urgently.

Determine whether new users were added, payment authority changed, funds transferred, credit obtained or guarantees issued.

Notify the Bank Where Necessary

If the company reasonably believes that a forged resolution is being used to control its accounts, urgent notification to the relevant bank may be appropriate.

The communication should identify the disputed authority precisely rather than making vague allegations.

Preserve Bank Records

Obtain statements, payment instructions, authorization records and other available banking documentation connected with the disputed resolution.

If funds have already moved, transaction timing can become critical.

Review Representation Authority

Determine whether the forged resolution was allegedly used to grant, change or revoke representation authority.

The company should establish who currently appears authorized to bind it and whether additional protective action is required.

Check Corporate Registration Records

If the disputed decision was used in a corporate registration process, obtain the relevant application and supporting documents.

The investor needs to understand exactly what was submitted and what legal consequences followed.

Review Subsequent Contracts

A forged board resolution may have been used to sign agreements, sell assets, borrow money or provide security.

Identify every transaction potentially based on the disputed authority.

Real Estate Transfers Require Immediate Attention

If company real estate has been sold or encumbered using authority derived from the disputed document, urgent civil or commercial remedies may need to be evaluated in addition to the criminal complaint.

Delay can significantly complicate asset recovery.

Review Share Transfers

A forged corporate document may also appear in disputes involving shares, shareholder rights or changes in control.

Preserve the complete share-transfer and corporate-record history.

Can the Foreign Investor File a Criminal Complaint?

Potentially, yes. Where the available facts indicate that a corporate document or signature was forged or unlawfully used, the affected person can evaluate filing a criminal complaint with the competent Turkish authorities.

The complaint should explain the factual chronology and provide supporting evidence rather than simply state that “my business partner forged my signature.”

What Should the Criminal Complaint Include?

A well-organized complaint should normally identify the disputed document, explain why it is believed to be false, describe how it was discovered, identify known persons involved, explain how the document was used and attach available supporting evidence.

A chronological presentation can make a complex corporate dispute easier to understand.

Avoid Overstating What Is Known

If the investor knows that the signature is not theirs but does not know who created it, the complaint should distinguish those facts.

It is unnecessary to speculate about the identity of the forger without evidence.

Request Preservation of Critical Evidence

Some evidence can disappear quickly.

Depending on the case, relevant materials may include company computers, email records, original corporate books, bank instructions, access records, security footage and electronic files.

Evidence-preservation issues should therefore be considered at the beginning of the case.

CCTV Records Can Be Time-Sensitive

If the disputed resolution was allegedly signed at an office, bank, notary or other location, available security footage may help establish who was present.

Such recordings may be retained only for limited periods.

Office Access Records May Help

Building access logs, electronic card records or visitor registers may help establish whether the investor was physically present at the location where the document was allegedly executed.

Travel Records Can Be Important

A foreign investor may be able to demonstrate that they were outside Turkey when the document was supposedly signed in person.

Passport information, flight records, hotel documents and other travel evidence can therefore be highly relevant.

Remote Participation Claims Should Also Be Investigated

Physical absence alone may not resolve every dispute if the opposing party claims that the investor participated remotely or authorized someone else.

Emails, meeting invitations and communication records should therefore also be reviewed.

Corporate and Criminal Proceedings Can Run Together

Filing a criminal complaint does not automatically invalidate every corporate transaction based on the disputed resolution.

Separate company-law, commercial or civil proceedings may be required to challenge corporate consequences.

Consider Urgent Injunctive Protection

If there is a continuing risk that company property will be transferred, accounts emptied or disputed authority used again, urgent judicial measures may need to be evaluated.

The objective is to prevent further damage while the underlying dispute is investigated.

A Criminal Complaint Does Not Automatically Freeze Assets

Foreign investors should not assume that filing a complaint immediately blocks company accounts or assets.

Any protective measure depends on its own legal requirements and the competent authority’s decision.

Identify the Actual Financial Loss

Prepare a clear schedule of money transferred, assets disposed of, liabilities created and expenses incurred as a result of the disputed resolution.

This can help distinguish the document offense from its financial consequences.

Follow the Money

Where the forged resolution allegedly enabled unauthorized payments, identify recipients and subsequent transfers as far as legally possible.

Banking evidence can reveal whether the document was part of a broader scheme.

Related Companies Should Be Examined

Funds or assets may have been transferred to companies controlled by another shareholder, director or related person.

Corporate ownership and management records may therefore become relevant.

Accountant Records Can Be Important

Accounting entries can show how transactions based on the disputed resolution were recorded.

Preserve ledgers, invoices, payment records and correspondence with accountants.

Do Not Access Accounts Unlawfully

Evidence gathering must itself remain lawful.

A shareholder or director should not attempt to obtain evidence by unlawfully accessing another person’s private email, telephone or protected account.

Foreign Investors Should Preserve Overseas Evidence

Relevant evidence may exist outside Turkey, including parent-company records, foreign bank documents, emails and corporate approvals.

Preserve these materials early so that they can be used appropriately if required in Turkish proceedings.

Translation Should Be Accurate

Foreign-language evidence may need to be presented in Turkish during proceedings.

Translations should accurately preserve technical, corporate and financial terminology.

Power of Attorney May Be Needed

A foreign investor who is outside Turkey can often manage significant parts of the legal process through Turkish counsel using an appropriately prepared power of attorney, subject to the requirements of the particular procedure.

Do Not Wait for the Criminal Case Before Protecting the Company

Criminal investigations can take time.

If the disputed resolution continues to affect representation, bank access or company assets, corporate remedies should be considered immediately rather than waiting for the criminal investigation to finish.

Review Directors’ Responsibilities

If other directors knew that the document was false but nevertheless relied on it, their conduct may require separate legal examination.

The evidence should distinguish between persons who created, knowingly used or merely received the disputed document.

Preserve Evidence of Lack of Consent

Emails rejecting the transaction, earlier board discussions, voting records and other documents may demonstrate that the foreign investor never approved the disputed decision.

Such evidence can be particularly valuable where the forged document claims unanimous approval.

What If the Document Was Used Against a Third Party?

Banks, buyers, lenders or other counterparties may have relied on the apparent authority created by the document.

The legal consequences for those transactions can depend on separate questions concerning representation, reliance and good faith.

Each transaction should therefore be analyzed individually.

Can the Investor Recover Money or Assets?

Potentially. Depending on what occurred, recovery may involve criminal proceedings, civil or commercial claims, corporate actions and urgent protective measures.

The appropriate remedy depends on where the property went and who currently controls it.

Do Not Assume a Criminal Conviction Is Required First

Some corporate or civil remedies may be pursued without waiting for a final criminal judgment.

The procedural relationship between parallel proceedings should be evaluated strategically.

Immediate Action Checklist

A foreign investor discovering a suspected forged board resolution should immediately preserve the original document and electronic versions, secure genuine signature samples, review board records, determine whether the meeting occurred, preserve emails and metadata, check bank and corporate transactions, identify how the document was used, secure time-sensitive evidence, consider a criminal complaint, evaluate urgent corporate and judicial measures and investigate whether company assets or money have already been transferred.

Frequently Asked Questions

Is forging a board resolution in Turkey only a commercial dispute?

No. Depending on the facts and nature of the document, forgery and use of a false corporate document may raise criminal-law issues in addition to company-law consequences.

Can a foreign shareholder file a criminal complaint in Turkey?

Potentially, yes, where the investor is affected by conduct that may constitute a criminal offense under Turkish law.

Is a scanned copy enough to prove forgery?

It can be useful evidence, but access to the original may be particularly important for forensic signature or document examination.

Can handwriting experts examine the signature?

Yes, forensic examination may become relevant where signature authenticity is disputed.

What if the investor was abroad when the resolution was supposedly signed?

Travel and location evidence may be highly relevant, although any allegation of remote approval or representation should also be examined.

Does filing a criminal complaint cancel the board resolution?

Not automatically. Separate corporate or judicial measures may be required to address the resolution and transactions based on it.

Can bank accounts be protected?

Where forged authority creates an immediate risk to company funds, appropriate bank notifications and available judicial remedies should be considered urgently.

What if money has already been transferred?

Preserve banking evidence immediately and identify the recipients. Criminal, commercial and asset-recovery remedies may need to be pursued together.

Should the investor wait for the prosecutor before filing a commercial case?

Not necessarily. Where company assets or corporate control remain at risk, separate urgent remedies may need to be pursued without waiting for completion of the criminal investigation.

What is the most important first step?

Preserve the original board resolution and all electronic evidence, then determine exactly how the allegedly forged document was used. The defense and recovery strategy should address both the criminal evidence and the continuing corporate consequences of the document.

Client-Focused Legal Support for Foreign Investors Facing Corporate Forgery in Turkey

Forged board resolutions can lead to unauthorized bank transactions, changes in company control, asset transfers, fraudulent contracts, corporate-registration disputes and criminal investigations. Fırat Fesih Kaya Law Office assists foreign investors, foreign shareholders and international companies facing suspected corporate-document forgery and related criminal disputes in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in preserving evidence, preparing criminal complaints, coordinating forensic document examination, challenging unauthorized corporate transactions and evaluating urgent measures to protect company assets.

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