Company Stock Disappears Before a Shareholder Dispute in Turkey: How Can a Foreign Investor Protect the Business? 2026 Updated Guide

Company inventory disappears before or during a shareholder dispute in Turkey. Learn how foreign investors can preserve evidence, seek interim measures, examine company records and pursue civil, commercial and criminal remedies.

A shareholder dispute in a Turkish company can quickly become more serious when valuable inventory, raw materials, finished products or other company assets suddenly disappear. A foreign shareholder may discover that stock has been transferred to another warehouse, sold to a related company, removed without proper invoices, recorded as damaged or missing from the company’s accounting system shortly before litigation begins. In these circumstances, the priority is not simply proving that inventory once existed. The investor should rapidly establish what disappeared, who controlled the goods, where they were transferred, whether consideration was received and whether company records were manipulated to conceal the transaction.

Why Does Company Stock Disappear During Shareholder Disputes?

Inventory may disappear for legitimate commercial reasons, but suspicious transactions often require closer examination when they occur shortly before or during a dispute between shareholders.

Potential scenarios include goods being transferred to another company controlled by the majority shareholder, inventory being sold below market value, unrecorded sales, fictitious returns, unexplained warehouse movements, goods being removed by directors or employees, or accounting records being changed to show that inventory never existed.

The Inventory Belongs to the Company

One of the first legal distinctions is between company property and shareholder property.

Inventory owned by a Turkish company generally belongs to the company itself rather than directly to individual shareholders. Therefore, the foreign shareholder’s legal strategy should focus on protecting the company’s assets and exercising the shareholder, corporate and procedural rights available under Turkish law.

Act Before the Evidence Disappears

Inventory disputes are highly evidence-sensitive. Warehouse records, CCTV recordings, electronic stock-management systems, invoices, dispatch documents and employee communications can disappear or be altered over time.

Evidence preservation should therefore begin immediately.

Establish the Last Confirmed Inventory Position

Determine when the disputed goods were last physically verified.

Relevant evidence may include stock counts, warehouse reports, year-end inventory lists, audit documents, insurance schedules, ERP records, customs documents, production records and photographs.

This creates a starting point for tracing what happened afterward.

Conduct a Physical Inventory Count

Where legally and practically possible, an immediate physical count can be extremely valuable.

The count should identify the product, quantity, warehouse location, serial or batch information and discrepancies between physical goods and accounting records.

Independent professional participation may strengthen the evidentiary value of the process.

Preserve Warehouse Records

Warehouse entry and exit records can reveal when goods moved and who authorized the movement.

Request or preserve loading records, gate logs, warehouse receipts, delivery records, dispatch documents and vehicle information.

Review ERP and Stock-Management Systems

Modern businesses frequently maintain detailed digital inventory histories.

The system may show when inventory was transferred, which employee entered the transaction, whether records were later modified and which customer or warehouse was associated with the movement.

Preserve Digital Audit Logs

Do not rely solely on current inventory screens.

Audit logs may show deleted transactions, retroactive changes and user activity. Where manipulation is suspected, forensic preservation of electronic records should be considered.

CCTV Evidence Can Be Critical

If warehouses, factories or loading areas have cameras, relevant footage should be preserved immediately.

Retention periods can be short. Waiting several months may mean that the most important visual evidence is automatically overwritten.

Review Dispatch and Transport Documents

Goods normally leave commercial premises through some form of logistical process.

Examine dispatch records, carrier documents, vehicle information, delivery receipts and transportation invoices.

These records may identify where the goods actually went.

Check Whether Invoices Were Issued

If inventory was sold, determine whether the company issued an invoice and whether the sale was entered into its accounting system.

A physical stock movement without corresponding commercial documentation requires explanation.

Follow the Money

If goods were sold, determine where the sale proceeds went.

Review company bank accounts, customer payments, cash transactions, current-account records and related-party transfers.

The crucial question may not be merely “Where are the goods?” but also “Who received the money?”

Related Companies Require Particular Attention

A common concern in shareholder disputes is the movement of assets between companies controlled by the same shareholder or management group.

Identify companies sharing shareholders, directors, addresses, employees, customers, warehouses or bank relationships with the disputed company.

Was the Stock Sold Below Market Value?

A sale to a related company is not automatically unlawful. However, transactions significantly below market value may require examination, particularly where they reduce company assets shortly before a shareholder dispute.

Preserve comparable sales and market-price evidence.

Check Whether the Buyer Actually Paid

An invoice alone does not establish that the company received economic value.

Determine whether payment was actually made, whether the receivable remains outstanding and whether the buyer is financially capable of paying.

Examine Fictitious Receivables

Inventory can be removed while the accounting system records an artificial receivable against a related or insolvent company.

This can make the balance sheet appear superficially balanced while valuable physical assets have effectively left the business.

Review Returns and Credit Notes

Inventory disappearance may sometimes be concealed as customer returns, supplier returns or cancelled transactions.

Check whether the goods genuinely travelled to the party identified in the accounting records.

Investigate Write-Offs and Damaged Stock

Management may claim that inventory was damaged, expired, destroyed or obsolete.

Request destruction records, photographs, insurance correspondence, waste-disposal records and internal approvals supporting the write-off.

Customs Records May Help Trace Imported Inventory

If the missing goods were imported into Turkey, customs declarations can help establish the quantity and value originally entering the company.

Compare imported quantities with production, sales and remaining inventory.

Production Records Can Reveal Missing Raw Materials

For manufacturing companies, raw-material consumption should broadly correspond with production output.

Unexplained differences between purchased materials and finished products may reveal inventory diversion.

Shareholder Information Rights Can Be Important

Depending on the company’s legal form and circumstances, shareholders may have statutory rights concerning company information, records and financial affairs.

Management’s refusal to provide records should itself be documented carefully.

Do Not Obtain Evidence Unlawfully

A foreign shareholder should not respond to suspected misconduct by unlawfully accessing another person’s private account, secretly taking protected data or removing company servers.

Evidence should be obtained and preserved through lawful corporate and judicial mechanisms.

Directors and Managers May Face Liability

Directors or managers who breach duties and cause loss to the company may potentially face civil liability under the applicable provisions of Turkish company law.

The precise claim depends on the company’s legal form, the conduct involved, the loss and the persons responsible.

Majority Control Does Not Mean Unlimited Authority

A majority shareholder’s control of voting rights does not automatically authorize the extraction of company property for personal benefit.

Company assets remain subject to corporate-law obligations even where one shareholder effectively controls management.

Can an Interim Injunction Protect Remaining Assets?

Potentially. Where there is an immediate risk that assets, records or rights will disappear before final judgment, interim judicial measures should be considered.

The requested measure should be tailored to the specific risk and supported by evidence.

Do Not Wait Until All Inventory Is Gone

If evidence suggests an ongoing transfer of stock, legal strategy should focus not only on recovering what has disappeared but also on protecting the remaining business assets.

Speed can be critical.

Evidence Preservation Through Court Proceedings

Where important evidence may disappear or become difficult to obtain later, procedural mechanisms for preserving or determining evidence should be evaluated.

This can be particularly useful for physical inventory, electronic systems and warehouse conditions.

Expert Examination May Be Necessary

Inventory disputes often require accounting and technical expertise.

An expert may compare stock records, purchases, sales, production, warehouse movements and accounting entries to reconstruct the actual inventory position.

Independent Accounting Review

A forensic accounting analysis can identify unusual transactions, related-party sales, unexplained write-offs, abnormal receivables and inconsistencies between inventory and financial records.

This can significantly strengthen subsequent legal proceedings.

Bank Records Should Be Compared With Sales Records

Every significant inventory sale should be traced through the financial system where appropriate.

If the books show substantial sales but the company received no corresponding funds, further investigation is necessary.

Review Transactions With Shareholders and Directors

Payments and transfers involving shareholders, directors, relatives or affiliated companies should be reviewed carefully where legally relevant.

The objective is to determine whether company value was diverted outside ordinary commercial operations.

General Assembly Records Can Become Important

Review shareholder and general assembly decisions relating to significant asset transactions, related-party arrangements, management discharge and financial statements.

Procedural irregularities may create additional corporate-law issues.

Financial Statements Should Be Compared Over Time

A sudden reduction in inventory accompanied by unusual receivables, related-party balances or cash movements can reveal important patterns.

Compare multiple accounting periods rather than examining a single balance sheet.

Can the Foreign Investor Request Appointment of a Trustee?

Appointment of a trustee is an exceptional remedy and should not be assumed to be available merely because shareholders disagree.

Where serious circumstances justify judicial intervention, available protective mechanisms should be evaluated according to the specific company structure and dispute.

Criminal Liability May Also Arise

Depending on the facts, unauthorized removal, diversion, fraudulent transactions, falsification of documents or other conduct involving company assets may potentially raise criminal-law issues.

However, a commercial disagreement should not automatically be characterized as a criminal offense.

The underlying acts and evidence must be analyzed individually.

Civil and Criminal Proceedings Serve Different Purposes

A criminal complaint does not automatically recover company inventory or resolve shareholder rights.

Commercial, corporate, civil and criminal strategies should therefore be coordinated rather than treating one proceeding as a substitute for all others.

Preserve Evidence Before Filing a Criminal Complaint

A complaint based only on a shareholder’s suspicion may be difficult to investigate effectively.

Where available, provide concrete stock records, invoices, warehouse documents, bank movements, correspondence and information identifying the disputed transactions.

Can Goods Be Recovered From a Related Company?

Potential remedies depend on the legal basis of the transfer, ownership position, contractual arrangements and circumstances of the recipient.

If the goods have already been resold, tracing proceeds and pursuing monetary claims may become increasingly important.

Precautionary Attachment May Be Relevant

Where a monetary claim exists and statutory conditions are satisfied, precautionary attachment may potentially help protect recovery against assets of the responsible debtor.

Its requirements should be evaluated separately from an interim injunction.

Protect Company Bank Accounts

If inventory diversion is accompanied by suspicious bank transfers, available measures concerning company funds should be evaluated urgently.

The investor should preserve bank evidence before transactions become more difficult to trace.

Notify Banks Where Legally Appropriate

Any communication with financial institutions should be legally justified and carefully structured. A shareholder should not assume that personal disagreement automatically authorizes freezing company accounts.

Judicial remedies may be required.

Protect Corporate Records

Accounting books, shareholder records, invoices, contracts, electronic data and company correspondence can be as important as the physical inventory.

Consider how these records can be preserved before management changes or systems are altered.

Review Insurance Coverage

If management claims that inventory disappeared through theft, fire, flood or another insured event, obtain insurance notifications, adjuster reports and claim documentation.

Absence of an expected insurance claim may require explanation.

Notify the Auditor Where Appropriate

If the company is subject to independent audit, material inventory discrepancies may be relevant to the auditor.

Audit records may also provide valuable historical evidence.

Foreign Investor Should Review the Shareholders’ Agreement

The shareholders’ agreement may contain reserved matters, veto rights, information rights, audit rights, related-party transaction restrictions, deadlock mechanisms and dispute-resolution clauses.

These contractual rights can operate alongside statutory corporate remedies.

Check Signature and Representation Authority

Determine who had authority to sell or transfer the goods and whether transactions were executed within that authority.

Unauthorized corporate acts may create additional liability issues.

Review Powers of Attorney

A broad power of attorney granted before the dispute may allow transactions the foreign investor did not anticipate.

Identify outstanding authorities and assess whether they should lawfully be revoked or restricted.

Consider Whether the Business Can Continue Operating

The legal strategy should protect not only the investor’s eventual claim but also the company’s ability to survive.

If inventory disappearance prevents production or customer deliveries, emergency measures may need to prioritize operational continuity.

Preserve Customer and Supplier Relationships

Shareholder litigation can destabilize the business rapidly.

Where possible, communications with commercial partners should remain controlled and factual so that the dispute does not unnecessarily destroy enterprise value.

Do Not Publicly Accuse Other Shareholders Without Evidence

Public allegations can create separate legal risks and damage the company.

Investigative and judicial channels are generally more appropriate for disputed transactions.

Foreign Investors Should Consider Parallel Claims

Depending on the facts, the dispute may involve management liability, shareholder rights, contractual claims, recovery of company assets, invalid corporate decisions, interim protection and criminal proceedings.

These remedies should be coordinated around a single evidence strategy.

Immediate 48-Hour Action Plan

When a foreign investor discovers missing company inventory, the first priority should be to preserve evidence and stop further asset dissipation. Secure lawful copies of existing inventory reports, accounting records and corporate documents; identify warehouses and remaining stock; preserve CCTV and digital logs; obtain bank and transaction information available through lawful company channels; identify related-party transfers; review management and signature authority; evaluate urgent evidence-preservation and interim judicial measures; and prepare a transaction chronology.

Frequently Asked Questions

Can a majority shareholder remove company inventory because they control the company?

Corporate control does not automatically convert company property into the majority shareholder’s personal property. Transactions involving company assets remain subject to applicable corporate and other legal obligations.

What should a foreign shareholder do first when inventory disappears?

Preserve evidence immediately. Inventory records, CCTV, warehouse documents, ERP logs, invoices and bank information can disappear or be altered quickly.

Can the court stop further transfers of company assets?

Potentially, where the legal requirements for interim protection are satisfied. The requested measure should be linked to a concrete and immediate risk.

Can directors be personally liable for missing company stock?

Potentially, where their conduct breaches applicable duties and causes legally recoverable loss. Liability depends on the facts and corporate structure.

Is missing inventory automatically a criminal offense?

No. Accounting errors, legitimate sales and commercial disputes must be distinguished from conduct potentially constituting a criminal offense.

Can a criminal complaint recover the inventory?

Not automatically. Criminal proceedings and commercial recovery mechanisms have different purposes and may need to proceed in parallel.

Can ERP records be used as evidence?

Electronic stock and accounting records can be highly important, particularly where their authenticity and transaction history can be established.

What if inventory was transferred to another company owned by the majority shareholder?

The transaction should be examined for commercial justification, price, payment, corporate authorization and potential conflicts of interest. Related ownership does not by itself determine legality.

Can the investor investigate company bank accounts?

The scope of access depends on the investor’s legal position, company structure and applicable information rights. Judicial procedures may be required where management refuses access.

What is the most important practical strategy?

Trace both the goods and the money. Establish what inventory existed, where it moved, who authorized the transaction, who received the goods, what price was recorded and whether the company actually received the sale proceeds.

Client-Focused Legal Support for Foreign Shareholder and Asset Diversion Disputes

Fırat Fesih Kaya Law Office assists foreign investors and international shareholders facing company asset diversion, inventory disappearance, related-party transfers, management disputes, accounting irregularities and shareholder conflicts in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in evidence preservation, corporate-record analysis, interim judicial measures, management-liability claims, shareholder litigation and coordinated civil, commercial and criminal proceedings where company assets are at risk.

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