Can a foreign shareholder remove a Turkish business partner from company management? Learn the rules for removing managers and board members, voting requirements, court proceedings, just cause, signature authority and shareholder disputes in Turkey.

Yes, potentially. A foreign shareholder may be able to remove a Turkish business partner from the management of a Turkish company, but the procedure depends heavily on the type of company, shareholding percentages, articles of association, management structure and grounds for removal.

The first distinction is particularly important:

Removing someone from management is not necessarily the same as removing that person as a shareholder.

A Turkish business partner may lose the position of manager or board member while continuing to own shares in the company.

For foreign investors facing a serious shareholder dispute, separating these two issues is essential.

Does Foreign Ownership Change the Rules?

Generally, no.

A foreign shareholder does not receive fewer corporate governance rights merely because the other shareholder is Turkish.

The relevant questions usually concern:

• Shareholding percentage;
• Voting rights;
• Company type;
• Articles of association;
• Shareholders’ agreement;
• Appointment mechanism;
• Management position;
• Whether just cause exists.

The dispute should therefore be approached primarily as a corporate governance matter rather than a nationality dispute.

First Determine Whether the Company Is Limited or Joint Stock

The removal mechanism differs significantly depending on company type.

The most common structures for foreign investors are:

• Limited liability company;
• Joint stock company.

The investor should obtain the current:

• Articles of association;
• Trade registry records;
• Share ledger;
• Management resolutions;
• Signature circulars;
• Shareholders’ agreement.

These documents should be reviewed before any removal decision is attempted.

Removing a Manager From a Limited Liability Company

In a limited liability company, management and representation may be entrusted to one or more shareholders or third parties.

The Turkish Commercial Code provides mechanisms concerning the removal of managers and restriction of their management and representation powers.

The legal position becomes particularly important where the Turkish partner is both:

shareholder + manager.

Removing that person as manager does not automatically terminate their shareholding.

Can the General Assembly Remove a Limited Company Manager?

Potentially, yes.

The company’s governance documents and applicable voting rules must be examined.

The foreign shareholder should determine:

• Who appointed the manager;
• Whether the manager is identified in the articles;
• Voting percentage required;
• Whether the foreign shareholder controls sufficient votes;
• Whether any privileged voting arrangement exists.

A majority shareholder may therefore have a substantially different position from a 50% shareholder.

What If the Foreign Investor Owns 70% of the Company?

A foreign shareholder holding 70% may have significant voting power, but share percentage alone should not be treated as the complete answer.

The investor must still check:

• Articles of association;
• Statutory voting requirements;
• Privileged shares;
• Shareholders’ agreement;
• Specific decision involved.

If the required corporate majority exists, removal through a corporate resolution may be possible.

What If the Company Is 50/50 Owned?

This is much more difficult.

For example:

Foreign shareholder: 50%

Turkish shareholder: 50%

Turkish shareholder: Manager

If the Turkish partner can block the corporate resolution required for removal, the company may enter a governance deadlock.

In that situation, judicial remedies may become particularly important.

Can a Court Remove a Limited Company Manager?

Potentially.

The Turkish Commercial Code permits shareholders to seek judicial removal of a manager or restriction of the manager’s management and representation powers where just cause exists.

This can be particularly valuable where the shareholder structure prevents removal through ordinary voting.

What Is “Just Cause” for Removing a Manager?

Whether just cause exists depends on the facts.

Serious circumstances may include allegations such as:

• Material breach of managerial duties;
• Serious misconduct;
• Misuse of company assets;
• Unauthorized transfers;
• Concealment of financial information;
• Repeated refusal to provide company records;
• Acting against company interests;
• Serious breach of loyalty obligations;
• Inability to perform management duties;
• Fundamental breakdown of trust caused by managerial misconduct.

The issue is not simply whether the shareholders dislike each other.

The conduct should be documented.

Is Loss of Trust Enough?

Not every personal disagreement constitutes sufficient grounds.

However, loss of trust arising from concrete managerial misconduct can become highly relevant.

For example, allegations that a manager:

• Secretly transfers company money;
• Uses company accounts personally;
• Hides contracts;
• Creates undisclosed related-party transactions;
• Refuses access to accounting records;

are substantially different from an ordinary personality conflict.

What Evidence Should the Foreign Shareholder Collect?

Useful evidence may include:

• Bank statements;
• Accounting records;
• General ledger;
• Contracts;
• Invoices;
• Emails;
• Corporate resolutions;
• Shareholder correspondence;
• Audit reports;
• Tax documents;
• Signature records;
• Related-party transaction documents.

The objective should be to prove specific acts rather than making broad allegations such as “my partner is dishonest.”

Can Misuse of Company Money Justify Removal?

Potentially.

Suppose the Turkish manager transfers company money to:

• Personal account;
• Relative’s company;
• Undisclosed related business;
• Another company controlled by the manager.

The foreign shareholder should investigate:

• Amount;
• Recipient;
• Contractual basis;
• Authorization;
• Accounting treatment;
• Commercial benefit to the company.

If there is no legitimate explanation, the transactions may support corporate claims and potentially other legal remedies.

Can a Partner Be Removed for Refusing to Show the Accounts?

Persistent obstruction of lawful shareholder information and inspection rights can become significant in a management dispute.

The investor should preserve written requests for:

• Financial statements;
• Bank statements;
• Accounting records;
• Contracts;
• Tax filings;
• Corporate resolutions.

Written evidence is generally more useful than later claiming that verbal requests were repeatedly refused.

Can Signature Authority Be Removed?

Potentially.

Management status and representation/signature authority should both be reviewed.

Removing a manager from office may require corresponding steps concerning:

• Representation authority;
• Signature powers;
• Bank authorization;
• Trade registry records;
• Corporate systems.

A foreign investor should not assume that passing an internal resolution immediately eliminates every practical banking or representation authority.

Notify the Banks After a Valid Management Change

Once a valid corporate change becomes effective and the required registration or documentation steps are completed, relevant banks should be updated promptly.

Otherwise, an outgoing manager may continue appearing in banking systems as an authorized signatory.

The company should review:

• Online banking;
• Payment approval systems;
• Corporate cards;
• Treasury authority;
• Loan documentation;
• Safe-deposit access.

Can the Foreign Shareholder Remove the Partner From a Joint Stock Company Board?

Potentially.

The Turkish Commercial Code provides a different structure for joint stock companies.

As a general rule, members of the board of directors may be removed by the general assembly subject to the statutory framework.

Therefore, a foreign shareholder controlling the necessary voting power may potentially cause a Turkish business partner to be removed from the board.

Again, this does not automatically eliminate that person’s shares.

What If the Board Member Was Named in the Articles of Association?

This requires specific review, but being originally appointed or identified through corporate documentation does not necessarily make a board position permanent.

The statutory rules governing appointment and removal must be applied together with the company’s articles.

Can a Board Member Be Removed Without Proving Fraud?

Depending on the corporate structure and applicable removal mechanism, removal from a joint stock company board does not necessarily require proving that the director committed a criminal offence.

Corporate removal and criminal liability are entirely separate questions.

The company should not turn a governance dispute into an unsupported criminal accusation.

What Happens After the Turkish Partner Is Removed From Management?

The person may still remain a shareholder.

This means they may continue to possess rights associated with the shares, potentially including:

• Voting rights;
• Dividend rights;
• Information rights;
• Participation in general assemblies;
• Other statutory shareholder rights.

Management removal therefore does not necessarily solve the underlying shareholder conflict.

Can the Foreign Investor Remove the Turkish Partner From the Company Entirely?

That is a different legal question.

Expulsion of a shareholder from a limited company is governed by separate provisions and may require grounds contained in the articles of association or judicial proceedings based on just cause.

The Constitutional Court’s 2025 decision concerning Articles 616 and 621 of the Turkish Commercial Code specifically addressed the statutory framework for general assembly decisions concerning applications to court for a shareholder’s expulsion for just cause.

Accordingly:

Removal from management

and

expulsion from shareholding

should never be treated as the same procedure.

Can a 50/50 Partner Be Expelled?

Potentially, but 50/50 structures create difficult procedural issues.

A two-shareholder company can become deadlocked when one shareholder seeks action against the other.

The legal strategy may need to examine:

• Judicial removal from management;
• Restriction of representation authority;
• Shareholder expulsion mechanisms;
• Interim protection;
• Deadlock provisions;
• Company dissolution remedies.

The exact approach depends on the company’s documents and facts.

Can the Foreign Shareholder Ask the Court to Restrict the Manager’s Powers Before the Case Ends?

In an urgent dispute, interim protection may need to be considered.

For example, the investor may be concerned that the manager will:

• Empty bank accounts;
• Sell property;
• Transfer company assets;
• Sign major contracts;
• Transfer intellectual property;
• Create artificial debts.

The possibility and scope of interim judicial protection depend on the particular claim and evidence.

Can Company Bank Accounts Be Protected?

Potentially.

If there is concrete evidence of imminent misuse, the investor may need to consider urgent protective remedies rather than waiting for final judgment.

Bank statements and transaction histories should be preserved immediately.

What If the Turkish Partner Controls Online Banking?

The company should map actual financial control.

Identify:

• Who has administrator access;
• Who can create payments;
• Who can approve payments;
• Whether dual authorization exists;
• Corporate credit cards;
• Foreign currency accounts;
• Payment-service accounts.

Corporate control can be very different from the formal shareholding percentages.

What If the Partner Controls the Accountant?

This is common in shareholder disputes.

The foreign investor should determine where the company’s official books and electronic records are maintained.

Do not rely solely on information voluntarily supplied by the disputed manager.

Preserve lawful access to:

• Accounting data;
• Tax filings;
• Invoices;
• Payroll;
• Bank reconciliations;
• Corporate books.

Can the Manager Be Held Liable for Losses Caused to the Company?

Potentially.

Removal from management and compensation liability are separate issues.

If a manager breaches statutory or contractual duties and causes company loss, a separate liability analysis may be required.

Possible loss may include:

• Unauthorized payments;
• Below-market asset transfers;
• Unlawful related-party transactions;
• Lost receivables;
• Improper expenses;
• Penalties caused by management misconduct.

What If the Partner Pays Himself an Excessive Salary?

The legal basis of the payment should be examined.

Relevant evidence includes:

• Employment or management agreement;
• General assembly resolutions;
• Board resolutions;
• Payroll records;
• Historical remuneration;
• Bonuses;
• Expense reimbursements.

An unauthorized payment may create both recovery and management-liability issues.

What If the Partner Uses Company Money for Personal Expenses?

Document each transaction.

Examples may include:

• Personal travel;
• Private vehicle expenses;
• Personal property purchases;
• Family expenses;
• Personal credit-card payments.

The accounting characterization should then be compared with the real economic purpose.

What If Assets Were Transferred to the Partner’s Other Company?

Related-party transactions deserve close examination.

The investor should determine:

1. Who owns the recipient?
2. What did the company supposedly purchase?
3. Was there a contract?
4. Was the price commercially reasonable?
5. Was the service actually provided?
6. Who authorized payment?

A legitimate related-party transaction and diversion of company assets are very different matters.

Can the Foreign Investor Change the Manager Without Warning?

Procedural requirements should be followed carefully.

Improper:

• Meeting notice;
• Agenda;
• Voting;
• Resolution;
• Registration;

can create a second dispute concerning the validity of the removal itself.

A strong substantive case can be weakened by defective corporate procedure.

Should the Foreign Shareholder Hold a General Assembly?

Where the corporate structure permits removal through shareholder decision, convening a properly constituted general assembly may be the appropriate first step.

The notice and agenda should clearly address the proposed management change where required.

What If the Turkish Partner Refuses to Attend?

Non-attendance does not necessarily prevent every corporate decision.

Whether the meeting can proceed depends on applicable meeting and decision quorums and the company’s structure.

Do not assume that a partner can permanently block governance merely by refusing to attend.

What If the Turkish Partner Challenges the Removal?

The former manager may challenge the validity of the corporate decision.

The company should therefore preserve:

• Meeting notice;
• Delivery evidence;
• Agenda;
• Attendance list;
• Minutes;
• Voting results;
• Supporting corporate documents.

Procedural accuracy becomes extremely important.

Can the Foreign Shareholder Appoint a New Manager?

Potentially, subject to the company’s articles and applicable corporate decision-making rules.

The transition should address:

• Appointment;
• Representation authority;
• Registration;
• Bank access;
• Accounting access;
• Employee instructions;
• Contracting authority.

Removing the old manager without establishing effective replacement management can create operational paralysis.

What About a Shareholders’ Agreement?

Review it immediately.

The agreement may contain:

• Management nomination rights;
• Reserved matters;
• Veto rights;
• Deadlock procedures;
• Removal rights;
• Buy-sell provisions;
• Call options;
• Put options;
• Arbitration clauses.

The statutory corporate-law analysis and contractual analysis should be performed together.

Can a Shareholders’ Agreement Prevent Removal?

It can create contractual consequences, but its effect must be analyzed together with mandatory Turkish corporate-law rules.

A removal that is valid under corporate law may still potentially create a contractual dispute if it breaches a shareholders’ agreement.

What If the Foreign Investor and Turkish Partner Are Completely Deadlocked?

A 50/50 deadlock requires a broader strategy.

Possible routes may include:

• Negotiated management restructuring;
• Share purchase;
• Share sale;
• Judicial management remedies;
• Expulsion proceedings where legally available;
• Dissolution remedies;
• Contractual deadlock mechanisms.

The objective should be to resolve both the immediate management problem and the underlying ownership conflict.

Should the Foreign Investor Buy the Partner’s Shares?

That is a commercial option, not an automatic legal requirement.

Before making an offer, determine:

• Company value;
• Hidden liabilities;
• Shareholder loans;
• Tax liabilities;
• Related-party balances;
• Pending litigation;
• Bank debt.

A shareholder dispute is often the worst time to purchase shares without due diligence.

Can the Turkish Partner Be Forced to Sell Shares?

Not simply because the foreign investor wants complete ownership.

Compulsory exit requires a valid statutory, contractual or judicial basis.

The company’s articles and shareholders’ agreement should therefore be reviewed for exit mechanisms.

Can the Turkish Partner Remove the Foreign Shareholder Instead?

The same principle applies.

Foreign nationality does not make a shareholder easier to remove.

A Turkish partner must also comply with the applicable corporate-law requirements.

What Should Foreign Shareholders Do Before Starting Removal Proceedings?

Step 1 — Identify the Company Type

Limited liability or joint stock company?

Step 2 — Confirm Share Percentages

Obtain current ownership records.

Step 3 — Review the Articles

Check management and voting provisions.

Step 4 — Review the Shareholders’ Agreement

Identify nomination, veto and deadlock provisions.

Step 5 — Determine Management Status

Is the Turkish partner a manager, board member, authorized signatory or all three?

Step 6 — Calculate Voting Power

Determine whether removal can be achieved corporately.

Step 7 — Preserve Evidence

Secure banking, accounting and corporate records.

Step 8 — Consider Judicial Removal

Particularly important in limited companies where just cause exists and voting is blocked.

Step 9 — Consider Interim Protection

If company assets face immediate risk.

Step 10 — Plan Replacement Management

The business must continue after removal.

What Should Foreign Investors Never Do?

Avoid:

• Forging corporate resolutions;
• Backdating minutes;
• Secretly altering the share ledger;
• Illegally blocking another shareholder’s information rights;
• Removing money from company accounts for leverage;
• Destroying corporate records;
• Making unsupported criminal accusations merely to gain control.

Corporate disputes should be resolved through valid governance and judicial mechanisms.

Frequently Asked Questions

1. Can a foreign shareholder remove a Turkish partner as company manager?

Potentially, yes. The procedure depends on company type, voting rights, articles of association and the manager’s legal status.

2. Does removing the partner as manager also remove their shares?

No. Management position and share ownership are separate legal matters.

3. Can a court remove a limited company manager?

Potentially. Turkish corporate law provides a judicial mechanism for removal or restriction of management and representation powers where just cause exists.

4. What if the foreign investor owns 50% and the Turkish partner owns 50%?

The company may face deadlock. Judicial remedies, contractual deadlock provisions and broader shareholder-dispute strategies may need to be considered.

5. Can misuse of company money justify removal?

Potentially. Unauthorized transfers, diversion of assets and serious breaches of managerial duties can be highly relevant. The allegations should be supported by evidence.

6. Can the partner remain a shareholder after being removed as manager?

Yes. This is frequently the case.

7. Can the foreign shareholder remove the partner from the company completely?

Potentially only through separate statutory, contractual or judicial mechanisms. The rules governing shareholder expulsion are different from management removal. The Constitutional Court addressed aspects of this statutory framework in its 2025 decision concerning limited companies.

8. Can a Turkish partner block removal by refusing to attend a meeting?

Not necessarily. The applicable meeting and decision quorums must be examined.

9. Can the foreign shareholder seek emergency court protection?

Potentially, particularly where there is concrete risk that company assets, bank accounts or corporate rights will be irreversibly affected.

10. What should a foreign shareholder do first?

Obtain the company’s articles, shareholding records, management records, signature authorities and shareholders’ agreement before taking action.

Client-Focused Legal Support for Foreign Shareholder Disputes in Turkey

Removing a Turkish business partner from company management can be possible, but the strategy should begin by separating management control from share ownership.

For a limited liability company, judicial removal or restriction of a manager’s authority can become particularly important where just cause exists and the shareholding structure prevents an ordinary corporate solution.

For a joint stock company, the board-removal framework, general assembly voting power and corporate documents must be examined.

In a 50/50 company, removing one manager may solve only part of the problem. A broader strategy may also need to address deadlock, bank control, related-party transactions, shareholder loans, valuation, share transfer and eventual exit from the business relationship.

Fırat Fesih Kaya Law Office assists foreign investors and shareholders with Turkish company management disputes, director and manager removal, 50/50 shareholder deadlocks, misuse of company assets, signature-authority disputes and shareholder exit proceedings.

Lawyer Fırat Fesih Kaya provides legal assistance in reviewing corporate governance documents, protecting company assets, pursuing management changes and developing litigation or negotiated exit strategies for foreign shareholders 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, Office No:148, 06520 Balgat, Çankaya, Ankara, Turkey

This article is intended for general information and does not constitute legal advice. The appropriate procedure depends on the company’s legal form, articles of association, voting structure, shareholders’ agreement, management appointments and the specific facts of the dispute.