Has a business partner defrauded you in Turkey? Learn how foreign shareholders and investors can file a criminal complaint, investigate diverted company funds, preserve financial evidence, seek asset protection and recover investment losses.

Foreign investors often enter a business through a local partner who understands the market, manages daily operations, controls banking relationships or holds authority to represent the company. That arrangement can work successfully for years. It can also create serious risks when one partner controls information that the foreign shareholder cannot independently verify.

A foreign shareholder may eventually discover that company money has allegedly been transferred to the local partner’s personal accounts, fictitious invoices have been used to remove funds, corporate assets have been sold without proper authorization, financial statements were manipulated, customers were redirected to another company, company shares were transferred irregularly or the investor was induced to contribute additional capital using deliberately false information.

Some of these situations may involve criminal fraud or other criminal conduct. Others may primarily constitute corporate, contractual or shareholder disputes.

That distinction is critical. Official Ministry of Justice guidance explains that fraud requires deceptive conduct through which the offender misleads another person and obtains an unlawful benefit. It specifically emphasizes the importance of proving the deceptive conduct because otherwise the matter may be characterized as an ordinary private-law dispute. (Mağdur Bilgilendirme)

For foreign shareholders, the appropriate strategy therefore begins by answering three separate questions: What exactly did the business partner do? What evidence proves it? Where did the money or company property go?

When Does Business Partner Misconduct Become Criminal Fraud?

A disagreement between shareholders is not automatically a crime.

Partners frequently disagree about company strategy, distributions, management decisions, valuations, salaries, financing and the interpretation of shareholder agreements.

Poor management is not automatically fraud either.

Even a director who makes a disastrous business decision does not necessarily commit a criminal offence.

The situation becomes substantially different where there is evidence that one partner deliberately used deception to obtain money or another unlawful benefit.

For example, suppose a local partner tells a foreign investor that the company urgently needs EUR 500,000 to purchase new machinery. Documents are provided supposedly showing the proposed machinery purchase. The investor transfers the funds, but subsequent investigation indicates that the machinery transaction never existed and that the money was transferred to accounts controlled by the partner.

That scenario presents a fundamentally different criminal analysis from an ordinary failed investment.

Can a Foreign Shareholder File a Criminal Complaint in Turkey?

Yes.

Foreign nationality does not prevent an investor or shareholder from reporting suspected criminal conduct.

A victim may apply to the public prosecutor’s office or law-enforcement authorities. Official Ministry of Justice guidance confirms that the victim does not need to know the identity of every offender before reporting suspected criminal activity. (Mağdur Bilgilendirme)

For complex shareholder fraud, however, simply visiting a police station and stating that a partner “stole company money” may not adequately explain the case.

A detailed written criminal complaint supported by financial and corporate evidence can be significantly more effective.

What Should the Criminal Complaint Explain?

The complaint should reconstruct the alleged scheme.

It should identify the company, ownership structure, management arrangements, division of responsibilities and authority granted to the suspected partner.

It should then explain precisely what happened.

For example:

How did the partner obtain control over the money?

What representations were made to the foreign investor?

Which representations were allegedly false?

What transactions followed?

Which company or personal accounts received the funds?

Who authorized the transactions?

What documents were allegedly fabricated or manipulated?

When did the foreign shareholder discover the conduct?

What financial loss resulted?

The objective is to transform a complicated shareholder dispute into an understandable evidentiary chronology.

The Most Important Question: Who Owns the Missing Money?

This distinction can dramatically affect the legal analysis.

Suppose a foreign investor personally transfers EUR 300,000 to a business partner because of allegedly false representations.

That is different from a situation where EUR 300,000 already belonging to the company is allegedly misappropriated by one of its directors.

The identity of the victim, ownership of the money and method by which it was obtained or diverted can affect the possible criminal characterization.

Counsel should therefore avoid automatically describing every corporate financial irregularity as fraud.

Fraud Before the Investment

One category involves deception used to obtain the original investment.

For example, a foreign investor may have been told that the company owned valuable assets, held major contracts, generated substantial revenue or had no significant liabilities.

After investing, the shareholder allegedly discovers that these representations were deliberately false.

Evidence existing before the investment becomes particularly important in this situation.

Investment presentations, financial statements, emails, messages, company records and due-diligence documents should all be preserved.

Fraud After the Investor Becomes a Shareholder

A different situation arises when the initial investment was genuine but misconduct allegedly begins later.

A controlling partner might allegedly divert company funds, create fictitious expenses, enter transactions with related companies, conceal income or transfer business opportunities elsewhere.

These allegations require analysis of the specific conduct rather than simply relying on the original investment transaction.

Depending on the facts, criminal offences other than fraud may also require consideration.

What If the Partner Transfers Company Money to a Personal Account?

This should be investigated carefully.

A transfer from a corporate account to a shareholder’s personal account is not automatically criminal.

There may be legitimate explanations, such as salary, expense reimbursement, loan repayment, dividend distribution or another properly documented corporate transaction.

The important question is whether a genuine legal and commercial basis exists.

Accounting records should be compared with banking records.

If the accounting description says “supplier payment” but the recipient account belongs personally to the controlling shareholder, that discrepancy may deserve immediate investigation.

What If Fake Invoices Were Used?

Allegedly fictitious invoices can be extremely important evidence.

For example, a controlling partner might allegedly create payments to companies that provided no actual goods or services.

The investigation should determine whether the supplier exists, who controls it, whether services were genuinely performed, where the money ultimately went and who approved the transaction.

Accounting analysis may be necessary.

Related-Party Company Fraud

Another warning sign is the transfer of business to companies controlled by the local partner or relatives.

Suppose a profitable company suddenly begins purchasing services at unusually high prices from another business owned by the managing partner.

That does not automatically prove criminal conduct.

But the commercial substance, pricing, authorization and ultimate beneficiaries of the transactions should be examined.

Corporate records and bank statements can reveal whether supposedly independent counterparties are actually connected.

What If the Partner Creates a Competing Company?

This can generate both corporate and potentially criminal issues depending on what occurs.

Creating another company is not automatically a crime.

The legal analysis changes if the partner allegedly transfers existing customers, company property, confidential information, receivables or funds through unlawful means.

The foreign shareholder should document which assets or opportunities belonged to the original company and how they were allegedly diverted.

What If Company Customers Are Redirected?

Suppose customers are instructed to pay invoices into another company’s bank account.

The first company then appears to have declining revenue while the new company receives the income.

The investigation should establish who controlled both entities, who instructed customers to redirect payment and whether the original company’s management approved the arrangement.

Customer statements, invoices, banking records and email instructions can become valuable evidence.

What If the Foreign Shareholder Never Received Dividends?

Failure to receive dividends is not automatically fraud.

The company may not have generated distributable profit, or the necessary corporate decision may not have been taken.

However, if the shareholder is told repeatedly that the company has no profits while accounting and banking evidence allegedly demonstrates that substantial company revenue was secretly diverted elsewhere, the situation requires much closer examination.

The financial records must be analyzed rather than relying on assumptions.

What If Financial Statements Were Manipulated?

False financial information can become particularly significant where it was deliberately used to induce additional investment or conceal misappropriation.

Compare annual financial statements with bank transactions, tax records, invoices, customer payments and accounting ledgers.

Where the discrepancy is substantial, forensic accounting may help reconstruct what actually happened.

What If the Partner Refuses Access to Company Records?

This is a serious warning sign, but not by itself proof of fraud.

The foreign shareholder should assess corporate rights to information and inspection separately from the criminal allegations.

If access is lawfully available, obtaining corporate documentation can be critical to establishing what occurred.

The criminal complaint should identify specific records that authorities may need to obtain rather than merely stating that the partner is “hiding everything.”

Can Prosecutors Collect Company Evidence?

Yes, where legally relevant to the investigation.

The public prosecutor is responsible for conducting the investigation and may collect evidence personally or through law-enforcement authorities. Official victim guidance confirms that victims can request the collection of evidence during the investigation. (Mağdur Bilgilendirme)

This can be especially important where the controlling partner possesses most of the company’s records.

What Evidence Should a Foreign Shareholder Preserve?

Banking records are usually among the most important documents.

The investor should also preserve shareholder agreements, investment agreements, company resolutions, financial statements, accounting reports, invoices, tax documentation, emails, messaging conversations, contracts, payment instructions and communications with accountants.

Do not alter or reorganize original records in a way that destroys metadata or context.

Create working copies instead.

WhatsApp and Email Evidence

Business partner disputes frequently generate years of digital communications.

These messages can show representations about investment requirements, company profits, intended payments, shareholder rights or explanations for suspicious transactions.

Preserve complete conversations where possible.

A single screenshot may look persuasive but can lose much of its evidentiary value if the surrounding conversation tells a different story.

Bank Statements Can Reveal the Real Story

Financial investigations often become much clearer when the banking history is reconstructed chronologically.

Suppose the company receives EUR 1 million from customers.

During the same period, EUR 600,000 is transferred to three supposedly unrelated suppliers.

Corporate research then allegedly reveals that all three suppliers are controlled by relatives or associates of the managing shareholder.

That financial structure may justify detailed investigation.

The complaint should therefore identify suspicious transactions individually rather than making vague allegations that “millions disappeared.”

Can the Business Partner’s Bank Accounts Be Frozen?

Potentially, but a criminal complaint does not automatically freeze assets.

Article 128 of the criminal procedure framework permits seizure of specified property where its statutory requirements are satisfied. Covered property can include real estate, vehicles, bank and other financial accounts, rights and receivables, securities, company shares, safe-deposit-box contents and other property values. (Kararlar Bilgi Bankası)

The relationship between the alleged offence and the assets targeted by the measure must be established according to the applicable requirements.

Can Company Shares Be Seized?

Potentially.

Company shares are expressly among the asset categories addressed by Article 128. (Kararlar Bilgi Bankası)

This can become important where allegedly criminal proceeds are claimed to have been converted into corporate ownership interests.

However, seizure of shares should not be confused with compensation to the victim.

It is a criminal procedural measure.

Can Real Estate Be Affected?

Potentially.

Real estate is also included within Article 128’s asset categories where the statutory requirements are satisfied. (Kararlar Bilgi Bankası)

For example, if evidence indicates that diverted investment money was subsequently used to purchase property, the financial connection may become relevant to the investigation.

What If Assets Were Transferred to Relatives?

This requires urgent investigation.

Business partners accused of financial wrongdoing may sometimes transfer property to spouses, relatives, employees or related companies.

However, family or commercial relationships alone do not establish that a transfer was fraudulent.

The transaction date, purchase price, payment evidence, relationship between the parties and circumstances of the transfer should be examined.

Can Third-Party Assets Be Seized?

Article 128 states that specifically identified property can be subject to seizure even when it is possessed by someone other than the suspect or defendant, provided the statutory conditions concerning the property are satisfied. (Kararlar Bilgi Bankası)

Third-party ownership and good faith can therefore become important issues.

The Constitutional Court has also addressed company-share seizure and management measures where authorities alleged that share transfers were artificial, demonstrating how closely courts may examine the commercial reality of ownership transactions. (Anayasa Mahkemesi)

Can the Foreign Shareholder Recover the Money Through the Criminal Case?

Possibly, but a criminal complaint should not be treated as a complete debt-recovery mechanism.

Official Ministry of Justice guidance confirms that fraud victims can pursue material and non-material losses through civil proceedings. It also explains that filing a fraud complaint does not automatically stop or replace related private proceedings. (Mağdur Bilgilendirme)

Foreign investors should therefore evaluate criminal and private-law remedies together.

Can the Investor File a Civil Lawsuit?

Potentially, yes.

The appropriate claim depends on what occurred.

The foreign shareholder may have personal claims arising from the investment transaction.

The company itself may have claims relating to diverted corporate property.

There may also be shareholder, director-liability, contractual, restitution or other private-law issues.

Identifying the correct claimant is essential.

Personal Loss vs Company Loss

This distinction is especially important.

Suppose a shareholder owns 40% of a company and the managing partner allegedly removes EUR 1 million belonging to the company.

It does not necessarily follow that the shareholder personally has a direct EUR 400,000 claim.

The company and shareholder are legally distinct.

The correct recovery structure depends on who suffered the legally recognized loss.

Foreign shareholders should therefore avoid confusing reduction in share value with direct ownership of company assets.

Can the Managing Partner Be Removed?

Potentially, depending on the company structure, governing documents and applicable corporate rules.

Removal from management is a corporate remedy separate from criminal prosecution.

If a suspected partner continues controlling the company while the criminal investigation proceeds, waiting solely for the prosecutor may expose the business to further risk.

Corporate protective measures should therefore be evaluated simultaneously.

Can the Partner’s Signing Authority Be Restricted?

Potentially, depending on the company structure and available corporate or judicial mechanisms.

This can be crucial where there is evidence of continuing unauthorized transactions.

The company may need immediate governance action even before the criminal investigation produces results.

Criminal complaints and corporate control measures serve different purposes.

Can an Interim Injunction Be Requested?

Potentially, where the conditions for interim protection under the applicable private-law procedure are satisfied.

If company shares, disputed assets or other property are at risk of transfer, counsel should assess whether an urgent protective measure is available.

Filing a criminal complaint should not create a false sense that every corporate asset is automatically protected.

What If the Partner Controls 51% of the Company?

Majority control does not authorize fraudulent or otherwise unlawful conduct.

However, the shareholder’s corporate remedies may depend significantly on ownership percentages, governing documents and the particular corporate action being challenged.

The criminal question remains separate: majority ownership does not permit a person to obtain money through criminal conduct.

What If the Foreign Investor Is the Minority Shareholder?

Minority shareholders can be especially vulnerable because they may lack control over company banking, management and information.

They should preserve every formal request for financial information, meeting records and responses from management.

Repeated inconsistencies between what management says and what independent records demonstrate can become important evidence.

What If the Local Partner Holds the Shares Nominally?

This can create a particularly difficult dispute.

A foreign investor may claim that another person was supposed to hold shares temporarily on the investor’s behalf.

If that arrangement was poorly documented, proving beneficial ownership can become complicated.

The investor should preserve payment records, correspondence, declarations, agreements and any communications describing why the shares were registered in another person’s name.

What If the Partner Secretly Transfers Shares?

The company registry and corporate records should be examined immediately.

The legal consequences depend on the company type, transfer procedure, authority, corporate documents and circumstances surrounding the transaction.

If signatures or documents are alleged to be false, potential criminal issues may extend beyond fraud.

Forged Signatures and Corporate Documents

Foreign investors sometimes discover resolutions, agreements or transfer documents containing signatures they claim they never made.

Original documents should be preserved.

Do not write on them or modify electronic copies.

Where authenticity is disputed, forensic examination may become important.

What If a Power of Attorney Was Abused?

A broad authority granted to a trusted partner can create serious risk.

The first step is to determine exactly what authority the document provided and what transactions were carried out under it.

Depending on the circumstances, revocation or other protective action may be urgent.

The criminal analysis depends on the nature of the allegedly unauthorized or deceptive conduct.

Can the Foreign Investor Obtain Compensation?

Potentially.

The Ministry of Justice states that victims of fraud can seek compensation for losses through civil proceedings. (Mağdur Bilgilendirme)

The investor should document the amount actually transferred, additional payments, diverted funds and other claimed losses carefully.

Speculative calculations should be avoided.

What If the Partner Offers to Repay the Money?

A repayment proposal can be strategically important.

However, the investor should understand the consequences of any settlement, release, share transfer or withdrawal document before signing it.

Repayment can also have consequences within criminal proceedings. Ministry of Justice guidance notes that compensation of the victim’s loss can affect the criminal-law position of an offender in relevant circumstances. (Mağdur Bilgilendirme)

Do not accept a vague promise instead of enforceable protection.

What If the Prosecutor Calls It a Shareholder Dispute?

This is one of the biggest risks in business partner fraud cases.

A complaint that merely says:

“My partner mismanaged the company and owes me money”

may look entirely commercial.

Instead, the complaint should identify specific alleged criminal conduct.

For example:

The partner allegedly produced a false supplier contract.

The investor relied upon it.

The investor transferred EUR 400,000.

No supplier transaction existed.

The funds allegedly moved to an account controlled by the partner.

That structure explains the alleged deception and resulting benefit.

Official Ministry of Justice guidance specifically warns that failure to prove deceptive conduct can cause a fraud allegation to be regarded as a private debtor-creditor dispute. (Mağdur Bilgilendirme)

What If the Prosecutor Does Not Collect Important Evidence?

Victims can request collection of evidence during the investigation. (Mağdur Bilgilendirme)

The request should be specific.

Rather than asking the prosecutor to “investigate all company accounts,” identify the accounts, suspicious transactions, dates, counterparties and documents whenever possible.

Specific requests are easier to understand and evaluate.

What If the Prosecutor Decides Not to Prosecute?

A decision not to prosecute can be challenged under the applicable procedure.

Current Ministry of Justice guidance states that the victim may object to such a decision and explains that the objection period runs from notification of the decision. (Mağdur Bilgilendirme)

An effective challenge should address the prosecutor’s reasoning and identify evidence that was overlooked, incorrectly evaluated or never collected.

Can the Foreign Investor Participate in the Criminal Proceedings?

Victims have procedural rights during criminal proceedings.

These include requesting evidence and, subject to applicable conditions, accessing certain investigation materials through counsel and challenging a decision not to prosecute. (Mağdur Bilgilendirme)

For a high-value shareholder fraud case, active participation can be important because financial evidence may require explanation and follow-up.

Can the Case Continue If the Partner Leaves Turkey?

Potentially, yes.

Leaving the country does not itself terminate a criminal investigation.

The authorities will determine what procedural measures are available depending on the circumstances and the suspect’s procedural status.

Asset recovery may become more difficult if both the suspect and property move abroad, which makes early action particularly important.

Can the Foreign Shareholder Handle the Case From Abroad?

Potentially.

Appropriate legal representation can allow substantial parts of a criminal and corporate strategy to be managed while the investor remains abroad.

However, authorities may require the investor’s personal statement or participation at certain stages.

The investor should therefore determine the procedural requirements before assuming that no travel will ever be necessary.

Should the Foreign Investor Confront the Partner Immediately?

Not necessarily.

Before confrontation, consider whether the partner still controls company accounts, documents, servers, customer information or assets.

An aggressive confrontation can sometimes result in evidence disappearing or assets moving.

Evidence preservation and legal strategy may need to come first.

Do Not Secretly Alter Company Records

Even where the foreign shareholder has legitimate access, evidence should be preserved carefully.

Do not modify accounting records.

Do not delete transactions.

Do not create replacement resolutions.

Do not backdate shareholder documents.

Do not fabricate explanations for previous transactions.

Preservation is more valuable than attempting to “correct” suspicious records.

Consider Forensic Accounting

Large shareholder fraud cases often involve hundreds or thousands of transactions.

Legal analysis alone may not reveal the complete scheme.

Forensic accounting can help compare banking activity with invoices, accounting entries, contracts and related-party transactions.

The objective is to answer a simple question:

Where did the company’s money actually go?

Example: Foreign Shareholder Discovers EUR 1.5 Million in Suspicious Transfers

Assume a foreign investor owns 45% of a company while the local partner owns 55% and controls daily management.

The foreign investor contributes substantial capital over three years.

The local partner repeatedly reports that the company is barely profitable.

After gaining access to banking records, the investor discovers approximately EUR 1.5 million in payments to several consulting companies.

Further investigation allegedly indicates that these companies are controlled by relatives of the local partner and that there is little evidence that the invoiced services were actually performed.

The correct response is not simply:

“My partner stole EUR 1.5 million.”

The legal team should reconstruct every payment, identify the invoices supporting it, establish ownership of the recipient companies, determine who authorized the transactions and investigate whether services genuinely existed.

At the same time, the investor should assess corporate governance remedies, potential asset-preservation measures and the correct legal route for recovering any company loss.

Twenty Steps Foreign Shareholders Should Consider

1. Preserve the shareholder and investment agreements.
2. Obtain the company’s current corporate records.
3. Secure available banking records.
4. Preserve accounting records and financial statements.
5. Identify suspicious transactions individually.
6. Determine who authorized each transaction.
7. Identify the beneficial owners of recipient companies where legally possible.
8. Preserve emails and messaging conversations.
9. Document representations made to obtain additional investment.
10. Separate personal investor losses from company losses.
11. Prepare a chronological transaction report.
12. Consider forensic accounting for complex financial activity.
13. File a detailed criminal complaint where the evidence reasonably supports criminal conduct.
14. Request collection of specific financial and corporate evidence.
15. Assess whether applicable asset-seizure requirements may be satisfied.
16. Evaluate urgent corporate governance measures.
17. Consider interim civil protection where appropriate.
18. Determine the appropriate civil recovery claims.
19. Challenge an unjustified decision not to prosecute where legally available.
20. Continue tracing assets while the criminal investigation proceeds.

The strongest strategy combines criminal evidence, corporate control and asset recovery rather than treating the criminal complaint as the only available remedy.

Frequently Asked Questions

Can I file a criminal complaint against my business partner in Turkey?

Yes. A foreign shareholder can report suspected criminal conduct to the competent authorities. Complaints may be made to the public prosecutor or law-enforcement authorities. (Mağdur Bilgilendirme)

Is taking company money automatically fraud?

Not necessarily. The precise criminal classification depends on how the money was obtained or used, who owned it, the authority of the person involved and the evidence. Fraud specifically requires deceptive conduct used to obtain an unlawful benefit. (Mağdur Bilgilendirme)

Can I file a complaint if my partner lied to make me invest more money?

Potentially, yes. Evidence showing that deliberately false representations caused the additional investment may be highly relevant to a fraud investigation.

Can the partner’s bank accounts be frozen?

Potentially, where the statutory conditions for criminal asset seizure are satisfied. Article 128 can reach bank and financial accounts as well as other specified property. (Kararlar Bilgi Bankası)

Can company shares and real estate also be seized?

Potentially. Article 128 includes company shares and real estate among the listed asset categories. (Kararlar Bilgi Bankası)

Can I recover company money personally because I own shares?

Not automatically. The company and shareholder are legally distinct. Counsel should determine whether the loss belongs directly to the investor, the company or both under different legal theories.

Can I remove the suspected partner from management?

Potentially, depending on the company structure, corporate documents, ownership percentages and applicable corporate-law rules. This is a separate issue from criminal prosecution.

Can I request evidence from the prosecutor?

Yes. Ministry of Justice guidance confirms that victims may request collection of evidence during the investigation. (Mağdur Bilgilendirme)

What happens if prosecutors say the case is merely commercial?

The criminal complaint should identify specific deceptive or otherwise allegedly criminal conduct and distinguish it from ordinary mismanagement or breach of contract. The Ministry of Justice expressly highlights the importance of proving deception in fraud allegations. (Mağdur Bilgilendirme)

Can I challenge a decision not to prosecute?

Yes. The victim has an objection mechanism against a decision not to prosecute under the applicable criminal procedure. (Mağdur Bilgilendirme)

Client-Focused Legal Support for Foreign Shareholders and Investors

Business partner fraud cases require more than accusing a partner of dishonesty. The evidence must establish what happened to the investment or company assets, who authorized the transactions, whether deceptive conduct occurred and which person or entity actually suffered the financial loss.

The distinction between criminal conduct and an ordinary shareholder dispute is particularly important. Official Ministry of Justice guidance emphasizes that deceptive conduct must be proved in fraud cases because otherwise the allegations may be treated as a private debtor-creditor dispute. (Mağdur Bilgilendirme)

For foreign shareholders, the investigation should therefore begin with financial reconstruction. Bank statements should be compared with invoices, accounting records, corporate resolutions, contracts and communications. Suspicious payments should be analyzed individually. Where related companies are involved, their relationship with the controlling partner should also be investigated.

Asset preservation must be considered simultaneously. The criminal-procedure framework can, where its statutory conditions are established, extend to bank accounts, real estate, vehicles, receivables, securities, company shares and other property interests. (Kararlar Bilgi Bankası) However, criminal seizure does not automatically compensate the foreign shareholder, so corporate, civil and recovery remedies may need to proceed alongside the criminal investigation.

Fırat Fesih Kaya Law Office assists foreign shareholders, investors, executives and international companies with business partner fraud, shareholder fraud, diverted company funds, fraudulent investments, suspicious related-party transactions, criminal complaints, financial investigations, asset tracing, shareholder disputes and recovery proceedings in Turkey.

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