

Is a company manager acting against shareholders’ interests in Turkey? Learn how foreign shareholders can remove or restrict a manager, investigate misuse of company assets, claim compensation and seek emergency court protection.
A foreign shareholder investing in a Turkish company may eventually discover that the person entrusted with management is no longer acting in the company’s interests. The manager may refuse to provide financial information, transfer company money to related businesses, enter questionable contracts, pay themselves unexplained amounts, redirect customers, sell important assets, favor one shareholder over another or deliberately exclude the foreign investor from corporate affairs.
These situations can create significant financial exposure.
However, an important distinction must be made from the beginning: a manager does not necessarily breach the law simply because a shareholder disagrees with a business decision. Management involves commercial judgment, and unsuccessful decisions do not automatically create personal liability.
The legal position changes when the manager breaches statutory or contractual duties, acts disloyally, abuses management or representation powers, causes legally compensable damage or seriously violates obligations owed to the company.
For limited liability companies, Article 630 of the Turkish Commercial Code provides important remedies. The general assembly can remove managers or restrict their management and representation authority. In addition, every shareholder can ask the court to remove or restrict those powers where justified grounds exist. The statute specifically recognizes serious breaches of duties of care and loyalty, serious breaches of other statutory or contractual obligations, or loss of the ability necessary for proper management as justified grounds. (WIPO)
For foreign shareholders, this means that majority control by the local business partner does not necessarily leave the investor without a remedy.
The phrase can describe many different situations, but company law requires greater precision.
The central question is normally not whether the manager has acted against the personal wishes of an individual shareholder. The question is whether the manager has breached duties owed under company law, the company’s constitutional documents or other applicable obligations.
Examples requiring investigation may include unauthorized related-party transactions, diversion of company opportunities, misuse of corporate funds, unjustified payments to connected businesses, concealment of important information, deliberate failure to collect company receivables, improper asset transfers or serious conflicts of interest.
The evidence and resulting damage matter.
This distinction is fundamental.
A manager primarily manages the company’s affairs. A shareholder cannot necessarily require management to take a particular action merely because that action would personally benefit the shareholder.
For example, a foreign investor may want immediate dividend distribution while management believes that cash should remain within the business.
A disagreement of this type does not automatically establish managerial misconduct.
The analysis changes where management is using company resources for personal benefit or otherwise violating applicable duties.
Yes.
Article 630 expressly provides that the general assembly may remove a manager or managers and may restrict their management rights and representation authority. (WIPO)
The first question should therefore be whether sufficient voting power exists to obtain a general assembly decision.
The company’s constitutional documents, shareholder percentages and applicable voting requirements should be reviewed before action is taken.
This is where judicial removal becomes particularly important.
Article 630 provides that every shareholder may ask the court to remove or restrict a manager’s management and representation powers where justified grounds exist.
Consider a foreign shareholder owning 40% while the local shareholder owns 60% and is also the manager.
The 60% shareholder may be able to block a corporate attempt to remove themselves depending on the applicable voting framework and circumstances.
That does not necessarily eliminate the foreign shareholder’s judicial remedies.
Where justified grounds can be demonstrated, court intervention may be sought.
Article 630 gives important guidance.
A serious breach of the manager’s duties of care and loyalty can constitute justified grounds. The same applies to serious breaches of obligations arising from legislation or the company’s constitutional documents, as well as loss of the ability necessary for proper company management. (WIPO)
The seriousness of the conduct matters.
A minor administrative mistake should not automatically be treated in the same way as deliberate diversion of company funds.
Managers are expected to perform their responsibilities with appropriate care.
The standard should not be reduced to hindsight.
A business decision can fail despite having been made responsibly.
Liability analysis should instead examine how the decision was made, what information was available, whether the manager acted within their authority, whether conflicts existed and whether relevant duties were breached.
Loyalty becomes particularly important in disputes involving related companies or competing businesses.
Suppose a manager controls another company and begins directing profitable transactions from the Turkish company to that separate business.
The foreign shareholder should investigate whether company opportunities, customers, employees, assets or money are being used to benefit the manager personally or a connected entity.
Such conduct may create much more serious issues than an ordinary disagreement about business strategy.
Yes.
Article 630 allows not only removal but also restriction of management rights and representation authority.
This can matter where complete removal is not the only appropriate solution.
Depending on the corporate structure and facts, the dispute may concern a particular category of transactions, signing authority or another aspect of management power.
The appropriate remedy should correspond to the actual risk.
Article 630 expressly gives every shareholder the ability to seek judicial removal or restriction where justified grounds exist.
This is particularly important for foreign minority shareholders.
The investor does not necessarily need to persuade the controlling shareholder to authorize proceedings against the manager before seeking the remedy contemplated by Article 630.
A removal case should not be built entirely around allegations that the manager is “untrustworthy.”
Evidence may include bank transactions, accounting information, contracts, corporate resolutions, emails, messages, related-party invoices, customer communications, financial reports and evidence concerning asset transfers.
The objective is to establish specific conduct.
For example:
Weak allegation: “The manager is destroying the company.”
Stronger factual case: “During the last six months, the manager caused substantial payments to be made to another company under their control without documented services corresponding to the payments.”
Specific evidence makes judicial assessment possible.
Information and inspection rights may need to be exercised.
A foreign shareholder who suspects misconduct but has been denied company records should not assume that the evidentiary problem is impossible to solve.
Depending on the company type and the investor’s position, statutory information rights, inspection mechanisms, special audit procedures or judicial evidence-preservation measures may be relevant.
This is why managerial misconduct cases often overlap with shareholder information disputes.
Company bank transactions may reveal whether money has been transferred to managers, shareholders, relatives or related businesses.
However, a transfer itself does not establish misconduct.
Its legal and commercial basis should be identified.
A payment may represent legitimate salary, expense reimbursement, loan repayment or another authorized transaction.
The investigation should therefore compare banking activity with accounting records, invoices, contracts and corporate decisions.
Related-party transactions deserve particular scrutiny.
They are not automatically prohibited or unlawful.
A company may have legitimate commercial reasons to purchase goods or services from a business connected with a manager.
The relevant questions include whether the transaction genuinely occurred, whether pricing was commercially defensible, whether conflicts were properly handled and whether the company suffered damage.
This can create serious concerns.
The shareholder should identify each payment and determine whether there is a legitimate company purpose.
Personal accommodation, private travel, family expenses or unrelated purchases paid by the company should be examined carefully.
The accounting treatment of those expenses can also be relevant.
Do not rely solely on transaction descriptions written by the manager.
This is another high-risk situation.
Identify the recipient business and its ownership.
Obtain the invoices and contracts allegedly supporting the transfers.
Determine what goods or services were actually supplied.
Compare pricing and payment timing.
If there is no credible commercial explanation, the transactions may become relevant to removal, liability and recovery proceedings.
A manager may allegedly direct customers away from the company and toward another business in which the manager has an interest.
Evidence can include customer emails, quotations, invoices, payment instructions, domain records and communications with employees.
Lost business opportunities can create complex questions concerning causation and valuation.
The evidence should be preserved before customers or employees become unavailable.
Asset sales should be investigated carefully.
A low sale price does not automatically prove wrongdoing because distressed assets can legitimately be sold below historic value.
The relevant analysis may include market value, purchaser identity, relationship between purchaser and manager, corporate approvals, payment records and what happened to the sale proceeds.
A sale to a manager’s related company at an artificial price creates substantially different concerns from an ordinary arm’s-length sale.
Potentially, but emergency court protection is not automatic.
If a specific transaction is imminent and the statutory requirements for interim judicial protection are satisfied, urgent measures may need to be considered.
Timing is critical.
Stopping a transaction before completion can be substantially different from attempting to recover an asset after it has been transferred onward.
Sometimes the most immediate threat is not the asset itself but disappearance of evidence.
Electronic accounting data may be altered.
Emails may be deleted.
Contracts may disappear.
Employees with knowledge of transactions may leave.
Where the applicable procedural requirements are met, evidence-preservation mechanisms should be considered before filing or during the main proceedings.
Potentially.
Article 644 of the Commercial Code makes the statutory liability framework applicable to limited liability companies by referring, among other provisions, to Article 553. (WIPO)
Article 553 provides that directors and managers who breach duties arising from law or the company’s constitutional documents through fault can be liable for resulting damage to the company, shareholders and company creditors. (Lexpera)
This means managerial authority does not provide immunity from civil liability.
The exact analysis depends on the claim, but liability generally requires more than proof that the company lost money.
The claimant should establish the relevant managerial duty, breach, legally recognized damage, fault where required and causal connection between the conduct and loss.
A commercial loss that would have occurred regardless of the manager’s conduct cannot simply be attributed to management.
This distinction prevents compensation claims from becoming a form of insurance against unsuccessful business decisions.
This is one of the most important distinctions for foreign investors.
A removal action addresses whether the manager should continue exercising management or representation powers.
A liability action addresses financial loss caused by wrongful conduct.
Removing a manager does not automatically recover money already lost.
Likewise, claiming compensation does not necessarily eliminate the immediate danger created by leaving the manager in control.
Depending on the case, both remedies may need to be considered.
Potentially, depending on the procedural circumstances and available remedies.
A compensation case can take time.
If the manager remains in control of bank accounts, contracts and assets during the dispute, waiting for a final compensation judgment may expose the company to further risk.
The legal strategy should therefore distinguish between:
stopping ongoing harm and recovering past losses.
This depends on who suffered the legally relevant damage.
Suppose a manager wrongfully transfers EUR 1 million belonging to the company.
The company has suffered the immediate reduction in assets.
A shareholder owning 30% cannot automatically claim that EUR 300,000 of the transferred money personally belonged to them.
Company assets belong to the company.
Corporate loss and direct shareholder loss must therefore be distinguished.
This distinction is fundamental when structuring the claim.
There may also be circumstances in which a shareholder suffers damage directly rather than merely through reduction in company value.
The legal basis and causation should be identified carefully.
The fact that the claimant is a shareholder does not automatically convert every company loss into personal loss.
Correct classification of damage can determine both standing and the destination of compensation.
Responsibility should be analyzed individually.
The fact that a person holds a managerial title does not necessarily make them liable for every transaction undertaken by another manager.
Who knew what, who approved the transaction, who signed it, what authority had been delegated and what duties each person possessed can all become relevant.
Article 553’s liability framework is based on breach of duties and fault rather than automatic collective punishment. (Lexpera)
Obtain the alleged approvals.
Ask for the relevant general assembly resolution, management decision, written consent or contractual authorization.
Check who participated and how they voted.
If the foreign shareholder’s signature appears on a document they did not sign, the dispute becomes substantially more serious.
A purported resolution containing a forged signature should be preserved immediately.
Do not alter the document.
Determine where the original is held.
Evidence concerning signature authenticity and the circumstances in which the document was created or submitted should be collected.
Corporate remedies, compensation claims and criminal proceedings may all become relevant depending on the evidence.
Concealment can make the underlying dispute more serious.
A manager who refuses transparency while making related-party transfers creates a very different factual picture from a manager who simply disagrees with a shareholder about business strategy.
The shareholder should formally exercise available information rights and preserve every refusal.
The timing of the refusal may also become relevant when reconstructing the chronology of alleged misconduct.
This is common in closely held companies.
The accountant may communicate exclusively with the manager and refuse direct instructions from a shareholder.
Rather than becoming trapped in a dispute with the accountant, the foreign investor should exercise rights through the company-law mechanisms applicable to their position.
The accountant may later become an important source of documentary evidence.
Loss of online banking access does not itself determine the legal dispute.
A shareholder does not automatically have a right to operate company bank accounts.
However, if a shareholder who was also an authorized manager suddenly loses access because corporate authority has allegedly been changed, the underlying decisions should be obtained immediately.
Practical password changes and legal representation authority are not the same thing.
Physical exclusion does not terminate share ownership.
Nor does changing email or software passwords.
The foreign investor should verify the company’s formal ownership, management and representation structure and then enforce the rights attached to those positions.
Avoid physically forcing entry or bypassing digital security.
This creates a classic corporate-control problem.
The person may possess majority voting power while simultaneously controlling daily operations.
But majority ownership does not eliminate managerial duties.
Article 630 expressly permits every shareholder to seek judicial restriction or removal of management and representation powers where justified grounds exist.
This can provide a crucial remedy for a foreign minority investor.
A 50/50 company can become paralyzed when one shareholder is also manager and relations collapse.
Neither shareholder may be able to secure the votes needed for important decisions.
In addition to managerial removal and liability, the dispute may involve corporate deadlock, exit rights or ultimately termination-related remedies.
The company’s constitutional documents and any shareholder agreement should be reviewed before litigation strategy is chosen.
Potentially, depending on the liability claim and procedural circumstances.
Because the company may be the party directly suffering loss, its position must be analyzed separately from that of individual shareholders.
Problems can arise where the allegedly wrongdoing manager also controls the company and therefore prevents it from acting.
Corporate governance and procedural strategy become particularly important in that situation.
A manager’s conduct may expose the company to tax, regulatory, customs or administrative penalties.
The existence of a penalty does not automatically mean the manager must personally reimburse the company.
The investigation should determine what duty was breached, whether the manager was responsible, whether fault existed and whether the loss was caused by that breach.
Management duties become especially important when the company experiences significant capital loss or financial distress.
The Commercial Code contains specific mechanisms concerning capital loss and insolvency situations, and Article 633 makes the relevant joint-stock-company framework applicable to limited liability companies. (WIPO)
A manager who simply ignores statutory obligations during serious financial deterioration may expose both the company and themselves to additional risk.
This is an important point that shareholders sometimes overlook.
Article 630 states that the removed manager’s compensation rights remain reserved.
Therefore, corporate removal and the manager’s contractual rights are not necessarily identical issues.
A company may have legal grounds to remove a manager from corporate office while separate contractual questions remain concerning compensation.
Those issues should be analyzed independently.
Corporate removal, management rights, representation authority, registration and bank mandates must be coordinated properly.
Do not assume that passing a resolution is the end of the process.
Where necessary, relevant corporate changes should be registered and communicated appropriately so that third parties and financial institutions operate on accurate authority information.
Emergency corporate action should therefore include implementation, not merely decision-making.
This should be addressed immediately.
Evidence of continued representations, attempted transactions or communications with banks and counterparties should be preserved.
Relevant third parties may need to be informed through legally appropriate channels.
The objective is to prevent uncertainty about who currently possesses authority to bind the company.
Article 630 expressly contemplates both removal and restriction of management and representation powers.
Depending on the circumstances, a targeted restriction may be more proportionate than complete removal.
The requested remedy should correspond to the proven risk.
Where urgent circumstances and procedural requirements justify it, interim judicial protection may need to be considered.
For example, the foreign shareholder may have evidence that the manager is preparing additional related-party asset transfers while the removal case is pending.
The court should be presented with specific evidence of the threatened harm rather than generalized distrust.
This is especially important in closely held companies.
Removing a manager may stop particular conduct but leave a deeper shareholder conflict unresolved.
The parties may still disagree about ownership, valuation, profit distribution, corporate strategy or future management.
The long-term solution may require restructuring management, negotiating a buyout, selling shares or pursuing another corporate remedy.
Depending on company type, constitutional documents and circumstances, exit-related remedies may be available.
For limited liability companies, Article 636 also provides a significant remedy where justified grounds exist: a shareholder may request termination of the company, while the court may instead order payment of the real value of the claimant’s share and their exit or another appropriate and acceptable solution. (WIPO)
This can become relevant where managerial misconduct forms part of an irreparable breakdown in the corporate relationship.
Not automatically.
Poor management, breach of fiduciary-type duties and civil liability do not necessarily constitute criminal offences.
A criminal complaint should be considered where the evidence supports independently criminal conduct.
Examples may include document forgery, fraudulent deception or unlawful appropriation of assets depending on the facts.
Criminal proceedings should not be used merely as pressure in a commercial dispute.
First establish exactly what happened.
Identify the payment, recipient, authorization and accounting treatment.
If company funds were unlawfully appropriated, several legal tracks may become relevant, potentially including manager removal, civil recovery, compensation and criminal proceedings.
But the allegation should be supported with financial evidence.
Investigate the entire transaction chain.
Determine who owns the recipient entity or asset, what consideration was paid, whether an independent valuation existed and what happened to the purchase price.
Transfers to relatives are not automatically unlawful.
However, transactions lacking genuine commercial justification may justify deeper scrutiny.
The foreign shareholder should identify when the competing business was created, who owns it, which customers it serves and whether company resources were used.
Employee transfers, customer diversion, copied databases, intellectual property and business opportunities may all become relevant.
The legal analysis should distinguish legitimate outside activity from conduct violating applicable duties.
Compensation is not automatically equal to the amount claimed by an angry shareholder.
Loss must be demonstrated.
Depending on the alleged conduct, analysis may involve money improperly transferred, reduction in asset value, lost receivables or other measurable financial consequences.
Complex cases may require accounting or valuation expertise.
Potentially, where the applicable legal requirements can be established.
But hypothetical profits are difficult to prove.
If the allegation is that management diverted a major customer to a related company, historical revenue, margins, existing contracts and the likelihood of continued business may all become relevant.
The damages model should be evidence-based.
Foreign investors often have a disadvantage because management controls the physical records in Turkey.
Preserve all material already lawfully available, including shareholder agreements, financial reports, bank information, emails, messages, board documents, general assembly records and investment documents.
Maintain original electronic versions wherever possible.
Do not edit files or create artificial evidence after the dispute begins.
A single disagreement does not necessarily justify emergency litigation. Several developments occurring together, however, should prompt rapid legal review: unexplained related-party transfers, refusal of financial information, sudden changes to representation authority, major asset sales, customer diversion, disappearance of accounting records, forged corporate decisions or pressure on the foreign investor to sell immediately.
In these circumstances, delay may materially increase the eventual loss.
Consider a foreign investor owning 40% of a limited liability company.
The local partner owns 60% and serves as manager.
The company was historically profitable. After relations deteriorate, the foreign shareholder stops receiving financial reports. Company expenses increase significantly, and the investor discovers substantial transfers to another business controlled by the manager.
The manager refuses to provide supporting contracts and claims that the majority shareholder can run the company however they wish.
The foreign investor should first preserve existing evidence and formally pursue relevant information rights. The recipient business, invoices, contracts and payment records should be investigated.
If the evidence indicates serious breaches of management duties, Article 630 may permit the shareholder to seek judicial removal or restriction of the manager’s management and representation powers despite the investor’s minority position.
Separately, if the transactions caused legally recoverable damage, the liability framework incorporated through Articles 644 and 553 may support compensation proceedings against responsible management. (WIPO)
The two objectives should remain distinct: stop continuing misconduct and recover losses already caused.
When suspected managerial misconduct is discovered, the foreign shareholder should first verify current ownership, management and representation authority. The company’s constitutional documents, shareholder agreement and recent corporate resolutions should be secured.
Available accounting and banking evidence should then be preserved. Suspicious transactions should be identified individually, including dates, amounts, recipients and purported commercial explanations.
If the manager controls company information, statutory inspection and information rights should be exercised promptly.
Where harmful transactions are continuing, the possibility of urgent protective measures should be assessed rather than waiting for a final compensation judgment.
The shareholder should then determine which remedy addresses which problem: removal or restriction of the manager, challenge to corporate decisions, evidence preservation, compensation, recovery of company assets, shareholder exit or, where independently justified, criminal proceedings.
For a limited liability company, yes. Article 630 provides that the general assembly may remove managers or restrict their management and representation authority.
Yes, potentially. Article 630 states that every shareholder may request judicial removal or restriction of management and representation powers where justified grounds exist.
Serious breach of duties of care and loyalty, serious violation of obligations arising from legislation or the company’s constitutional documents, or loss of the ability necessary for proper management are expressly identified as justified grounds. (WIPO)
Potentially. The liability provisions applied through Articles 644 and 553 can make managers responsible for damage resulting from culpable breach of statutory or constitutional duties. (WIPO)
No. A poor commercial result alone does not automatically establish managerial liability. The relevant breach, damage, fault and causal connection must be examined under the applicable legal framework.
Yes. Article 630 expressly permits restriction of management rights and representation authority.
Not automatically. Company damage and direct shareholder damage must be distinguished. If company money was lost, the immediate loss generally belongs to the company rather than being divided automatically among shareholders according to ownership percentages.
Potentially. Depending on the evidence and procedural requirements, interim judicial protection may need to be considered. This should be assessed before the threatened transaction is completed where possible.
Potentially where the facts support independently criminal conduct. A management or shareholder disagreement alone should not automatically be characterized as a criminal offence.
Potentially. Article 630 expressly reserves the removed manager’s compensation rights, meaning corporate removal and contractual compensation issues should be analyzed separately.
When a company manager begins acting against the interests of the business, a foreign shareholder should not focus exclusively on removing the manager. The complete strategy should determine how to stop ongoing harm, preserve evidence, recover losses and restore effective corporate governance.
For limited liability companies, Article 630 provides a powerful mechanism. The general assembly may remove managers or restrict their authority, while every shareholder may seek judicial removal or restriction where justified grounds exist. Serious breaches of care and loyalty obligations are expressly recognized as potential justified grounds.
Financial recovery requires a separate analysis. Through Article 644, the managerial liability framework in Article 553 applies to limited liability companies. Managers who culpably breach duties arising from legislation or the company’s constitutional documents may therefore face liability for resulting damage. (WIPO)
Where the manager is simultaneously the controlling shareholder, the dispute may require several coordinated remedies. Manager removal, restriction of representation authority, shareholder information rights, evidence preservation, interim protection, management liability and compensation claims may need to proceed as parts of a single corporate strategy.
Fırat Fesih Kaya Law Office assists foreign shareholders, investors and international businesses with manager removal, director and manager liability, shareholder disputes, related-party transactions, misuse of company assets, minority shareholder protection, corporate investigations, compensation claims, emergency asset protection and corporate litigation 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