Foreign Director Accused of Breach of Trust in Turkey: Criminal Defense Guide 2026

Foreign company director accused of breach of trust in Turkey? Learn about personal criminal liability, misuse of company money, unauthorized transfers, corporate assets, evidence, penalties and defense strategies under Turkish criminal law in 2026.

A foreign director managing a Turkish company may face a criminal complaint after a shareholder dispute, unexplained transfer, withdrawal of company funds, use of corporate property, related-party transaction or disagreement over the management of company assets.

These cases are often described in English as breach of trust, misappropriation of company assets, or misuse of entrusted property.

Under Turkish criminal law, the central provision is generally Article 155 of the Turkish Criminal Code concerning breach of trust.

However, a company suffering a financial loss does not automatically mean its foreign director committed a crime.

A proper criminal investigation must distinguish between a questionable business decision, breach of contract, corporate-law dispute, director-liability claim and conduct satisfying the elements of a criminal offence.

For a foreign director, the core defense questions are therefore:

What property was entrusted to the director?

Why did the director have control over it?

What was the permitted purpose?

What exactly did the director do with the property?

Was the transaction for the company or for an unauthorized personal or third-party benefit?

What evidence establishes criminal intent?

What Is Breach of Trust Under Turkish Criminal Law?

Article 155(1) of the Turkish Criminal Code applies where possession of property belonging to another person has been transferred for safekeeping or use in a specified manner, and the recipient disposes of it contrary to the purpose of that transfer for their own or another person’s benefit, or denies the transfer itself.

Article 155(2) provides an aggravated form where the offence concerns property entrusted because of a profession, trade, service relationship, or authority to administer another person’s property. The current provision prescribes imprisonment from one to seven years and a judicial fine of up to 3,000 days for this aggravated form.

This second form can be particularly relevant in cases involving directors, managers, finance executives and others entrusted with control over corporate assets.

Why Can Foreign Directors Face Breach of Trust Allegations?

A foreign director may have authority over:

• Company bank accounts
• Cash
• Vehicles
• Machinery
• Inventory
• Securities
• Receivables
• Corporate credit cards
• Customer payments
• Company property
• Investment funds

A criminal complaint may arise when shareholders or the company allege that the director used those assets outside the purpose for which control was granted.

Typical allegations include:

“The director transferred company money to their personal account.”

“The director transferred funds to a related company without a commercial reason.”

“The director collected company receivables personally and did not return them.”

“The director used company assets for personal purposes.”

“The director sold corporate property and kept the proceeds.”

Each allegation requires individual factual analysis.

Director Status Alone Does Not Establish Criminal Liability

This is one of the most important principles for foreign executives.

Being registered as:

• Director
• General manager
• Board member
• Authorized signatory
• Shareholder-director

does not automatically establish breach of trust.

The investigation must connect the accused individual to the specific transaction.

For example, if a finance manager independently transferred company money without the foreign director’s knowledge, the director’s title alone should not substitute for evidence of personal criminal conduct.

What Does “Entrusted Property” Mean?

Breach of trust is not simply about causing financial loss.

Article 155 focuses on property whose possession has been transferred for safekeeping or use according to a particular purpose.

Therefore, the defense should identify:

Which specific property is involved?

Who owned it?

How did the accused obtain control?

What authority did the director have?

What restrictions applied?

Without answering these questions, an accusation may remain too general.

Example: Company Money in a Corporate Bank Account

Suppose a foreign director is authorized to operate the company’s bank account.

The director’s authority is intended for:

• Supplier payments
• Payroll
• Tax payments
• Corporate expenses
• Investments

A complaint later alleges that TRY 8 million was transferred to the director’s personal account.

The criminal investigation should not stop at the bank statement.

It should determine why the transfer occurred.

Was it:

• Salary?
• Dividend?
• Expense reimbursement?
• Director loan?
• Repayment of money previously advanced to the company?
• Authorized bonus?
• Unauthorized appropriation?

The transfer itself is important evidence, but its legal and commercial basis matters.

Company Transfer to a Related Company

Foreign directors frequently manage corporate groups.

A Turkish subsidiary may transfer money to:

• Parent company
• Sister company
• Foreign affiliate
• Shareholder company

Such a transaction may later be characterized by minority shareholders as misuse of company funds.

But a related-party transaction is not automatically criminal.

The defense should establish:

Was there a contract?

Was a genuine service provided?

Was the transfer a loan?

Was there an intercompany balance?

Was there board approval?

Was the transaction recorded in the books?

Did the company receive consideration?

Bad Business Decision Versus Criminal Breach of Trust

This distinction is critical.

Suppose a director invests company money in a new project.

The investment fails.

The company loses millions.

Financial loss does not automatically establish breach of trust.

A commercially unsuccessful decision can raise questions under corporate law without necessarily becoming a criminal offence.

The criminal investigation should examine whether the director actually used entrusted property contrary to its purpose for their own or another person’s benefit.

Contractual Dispute Versus Criminal Offence

Not every failure to return money creates criminal liability.

A commercial dispute may involve:

• Unpaid debt
• Failed investment
• Contract termination
• Disputed commission
• Shareholder loan
• Advance payment
• Expense reimbursement

Turkish legal scholarship and case law distinguish criminal breach of trust from ordinary contractual disputes; the offence protects property and possession interests rather than criminalizing every breach of contractual confidence.

The defense should therefore examine whether the complainant is attempting to transform a civil or commercial disagreement into a criminal allegation.

Company Receivables Collected by a Director

This is a particularly sensitive scenario.

Suppose a director is authorized to collect customer receivables.

Customers transfer money into the director’s account.

The money is supposed to be transferred to the company.

If the director instead keeps it and denies holding it, the prosecution may argue that Article 155 applies.

A Court of Cassation decision involving a manager responsible for financial affairs and customer accounts illustrates the importance of bank movements, company records, witness statements and expert evidence where company receivables allegedly remained under a manager’s control and were not returned.

Accordingly, a defense should reconstruct every payment.

Create a Transaction-by-Transaction Table

For large investigations, prepare:

Transaction	Amount	Recipient	Purpose	Authorization	Evidence
Transfer 1	TRY 500,000	Supplier	Equipment	Approved	Invoice + delivery
Transfer 2	TRY 300,000	Director	Expense reimbursement	Disputed	Receipts
Transfer 3	TRY 2 million	Affiliate	Intercompany loan	Board approval	Agreement
Transfer 4	TRY 750,000	Customer refund	Refund	Finance approval	Correspondence

This can transform a vague allegation of “millions missing” into transactions capable of objective analysis.

Personal Bank Account Evidence

If company funds entered the director’s personal account, the defense should not ignore this fact.

Instead, explain it with evidence.

Possible legitimate explanations may include:

• Expense reimbursement
• Salary
• Dividend
• Director loan repayment
• Advance repayment
• Authorized payment

Preserve:

• Board resolutions
• Agreements
• Payroll
• Accounting entries
• Bank statements
• Expense documents

A retrospective verbal explanation without contemporaneous documents may be much harder to verify.

Do Not Create Documents After the Investigation Begins

Never attempt to “repair” a weak file by creating false evidence.

Do not:

• Backdate loan agreements
• Fabricate board resolutions
• Create false invoices
• Alter bank descriptions
• Manufacture expense receipts
• Delete messages
• Alter accounting records

A legitimate defense should be built from genuine evidence.

Company Credit Card Allegations

Foreign executives may receive corporate credit cards.

A complaint may allege personal expenditure for:

• Hotels
• Flights
• Restaurants
• Luxury purchases
• Family expenses
• Personal travel

The defense should separate legitimate corporate expenditure from genuinely personal spending.

Preserve:

Receipt → Business purpose → Meeting/event → Expense approval → Accounting entry.

Use of Company Vehicles

The law changed in late 2025 in one respect relevant to entrusted vehicles.

A new paragraph added to Article 155 provides that where the subject of the offence is a motor land, sea or air vehicle, the applicable penalty under the preceding paragraphs is doubled. This amendment entered the statutory framework through Law No. 7571.

Therefore, allegations involving entrusted company cars, vessels or aircraft require particular care in 2026.

Company Vehicle Does Not Automatically Mean Breach of Trust

Suppose a foreign director has a company car and uses it privately.

Whether that creates criminal liability cannot be answered simply by saying the vehicle belongs to the company.

Examine:

• Employment contract
• Vehicle policy
• Board authorization
• Past company practice
• Permitted personal use
• Alleged disposal of the vehicle

Authorized private use and unlawful appropriation are not the same thing.

Selling Company Property

Suppose a director sells machinery belonging to the company.

The relevant questions include:

Did the director have authority to sell?

Was the price commercially reasonable?

Where did the sale proceeds go?

Was the transaction recorded?

Was the buyer related to the director?

Did the director personally benefit?

Selling an asset is not automatically breach of trust if the director was authorized to do so for the company.

Selling Property Below Market Value

This can create more difficult allegations.

Suppose machinery worth TRY 20 million is allegedly sold to a director’s relative for TRY 5 million.

Investigators may examine:

• Valuation
• Relationship with buyer
• Payment
• Corporate authorization
• Economic justification
• Subsequent resale
• Personal benefit

Independent valuation evidence can become important.

Shareholder Disputes Frequently Produce Criminal Complaints

Breach-of-trust complaints commonly arise during:

• Shareholder deadlock
• Removal of a director
• Company breakup
• Family-company dispute
• Acquisition dispute
• Minority shareholder conflict

The timing of the complaint matters.

A criminal complaint immediately following a corporate-control dispute does not automatically mean the accusation is false, but the underlying commercial conflict should be documented.

Foreign Director and Minority Shareholder Complaint

A minority shareholder may allege:

“The foreign director is transferring all company money to the parent company.”

The defense should reconstruct each related-party transaction.

Relevant evidence can include:

• Management service agreements
• Loan agreements
• Royalty agreements
• Cost-sharing arrangements
• Invoices
• Transfer-pricing records
• Board decisions
• Bank records

Criminal Liability Is Personal

A foreign parent company may own 100% of the Turkish subsidiary.

But:

Parent company liability

and

individual foreign director criminal liability

are not identical questions.

The prosecution should establish the director’s personal conduct and participation.

Board Approval Can Be Important

If a disputed transaction was expressly approved by the board, preserve:

• Meeting minutes
• Resolution
• Voting records
• Supporting documents

However, board approval does not automatically legalize criminal conduct.

Its significance depends on what the board knew and what actually occurred.

Signature Authority Is Not the Same as Criminal Intent

A foreign director may sign hundreds of payment instructions.

A signature can establish participation in the administrative process.

It does not necessarily establish knowledge that a transaction was unauthorized or fraudulent.

Ask:

What information accompanied the signature?

Who prepared the transaction?

What supporting documents existed?

Bank Records Are Often Central Evidence

Breach-of-trust investigations involving company funds may rely heavily on:

• Corporate account statements
• Personal account statements
• Recipient accounts
• Cash withdrawals
• International transfers
• Related-company accounts

Build a complete financial chain.

Do not analyze only the first transfer.

Cash Withdrawals

Large cash withdrawals may generate suspicion.

For each withdrawal, determine:

• Who withdrew the cash
• Why
• Where it went
• Whether a receipt exists
• Whether it was recorded
• Who received it

If the company legitimately operated with cash, preserve historical accounting evidence demonstrating that practice.

International Transfers

A foreign director may transfer company funds abroad.

International movement itself is not evidence of criminal conduct.

Determine:

• Beneficiary
• Contract
• Invoice
• Commercial purpose
• Approval
• Accounting treatment

A legitimate foreign supplier payment is fundamentally different from diversion of company money into a personal offshore account.

Cryptocurrency Transfers

If company funds were converted into cryptocurrency, investigators may seek to establish:

Bank → Exchange → Asset → Wallet → Beneficiary.

The defense should preserve:

• Exchange account
• Transaction hash
• Wallet address
• Network
• Corporate authorization
• Accounting treatment
• Commercial purpose

A wallet address alone does not automatically identify a particular person.

Accounting Records Can Support the Defense

Company books may demonstrate that the disputed transfer was transparently recorded.

For example:

Director loan repayment

recorded consistently over several years may present a different factual picture from an undisclosed transfer concealed from accounting.

However, an accounting entry alone does not prove that the underlying transaction was lawful.

Independent evidence should be considered.

Email and WhatsApp Evidence

Investigators may examine messages concerning:

• Transfers
• Asset sales
• Commissions
• Cash
• Related companies
• Personal payments

Preserve complete conversations.

Do not rely only on screenshots selected by the complainant.

Context can materially change meaning.

Foreign-Language Communications

Foreign directors may communicate with headquarters in another language.

Preserve originals.

A phrase translated as:

“Move the money out”

might have a different meaning in the context of treasury management than the complainant alleges.

Accurate translation and full conversational context are important.

What If Another Manager Made the Transfer?

Identify actual banking authority.

Evidence may include:

• Bank authorization
• Digital banking user logs
• Approval hierarchy
• One-time-password records
• Corporate procedures

Do not assume that a director’s broad authority proves that the director personally executed every transfer.

What If the Foreign Director Was Only a Nominee Director?

The director’s actual role remains important.

Preserve evidence concerning:

• Employment
• Authority
• Reporting
• Access to accounts
• Decision-making
• Operational involvement

However, simply describing oneself as a nominee does not automatically eliminate responsibility if evidence demonstrates personal participation.

What If the Director Joined the Company Later?

Chronology can provide a strong factual distinction.

Example:

2024 — disputed transfer

2025 — company acquisition

2026 — foreign director appointed

Preserve:

• Appointment resolution
• Registry records
• Employment agreement
• Signature authority date
• Bank authority date

A current director should not automatically be attributed conduct occurring before appointment.

What If the Director Had Already Resigned?

Similarly, preserve:

• Resignation
• Board resolution
• Registry records
• Termination of banking authority
• Signature cancellation

The exact date of authority can be decisive.

Aggravated Breach of Trust in a Commercial Relationship

For company directors, Article 155(2) deserves particular attention because it covers breach of trust involving property entrusted as a consequence of trade, service relationships or authority to manage another person’s property.

A director entrusted with corporate assets may therefore face a more serious allegation than the basic form depending on the facts.

Current Penalty in 2026

Under the current Article 155:

• The basic form under paragraph 1 carries imprisonment from six months to two years and a judicial fine.
• The aggravated form under paragraph 2 carries imprisonment from one to seven years and a judicial fine of up to 3,000 days.
• Where the property involved is a motor land, sea or air vehicle, the applicable penalty is doubled under the paragraph added in December 2025.

The precise sentencing exposure depends on the charged form, facts and other applicable provisions.

Complaint Requirement Must Be Examined Carefully

Article 155(1) expressly states that the basic form is prosecuted upon complaint.

The aggravated form in Article 155(2) is structured differently.

Therefore, do not assume that every breach-of-trust investigation has identical complaint and prosecution requirements.

The exact allegation should first be identified.

Fraud and Breach of Trust Are Different

A director may sometimes be accused of fraud instead of—or alongside—breach of trust.

The conceptual distinction can be important.

In a breach-of-trust case, the accused generally obtains possession lawfully and is later alleged to have used the property contrary to the purpose of transfer.

Fraud generally involves obtaining an advantage through deceptive conduct satisfying the relevant statutory requirements.

The prosecution’s characterization should be examined against the actual facts.

Theft and Breach of Trust Are Also Different

If possession was never entrusted to the accused, the legal analysis may differ.

The manner in which the accused obtained control over the property is therefore central.

Corporate Law Liability and Criminal Liability Are Separate

A director may potentially face allegations that they:

• Breached corporate duties
• Caused company loss
• Exceeded authority
• Entered an improper related-party transaction

Those issues can generate civil or corporate-law liability.

They do not automatically establish the elements of a criminal offence under Article 155.

Search of Company Premises

A serious investigation may involve searches and seizure of:

• Company books
• Contracts
• Computers
• Phones
• Bank documents

Do not destroy or alter evidence after becoming aware of the investigation.

Document what was taken and preserve lawful copies that remain available.

Statement to Police or Prosecutor

Before a foreign director provides a detailed statement, identify:

• Exact allegation
• Relevant transaction
• Property involved
• Alleged loss
• Relevant bank accounts
• Corporate authority
• Documents relied upon
• Complainant’s relationship with the company

Avoid guessing.

If you do not know why an accounting entry was made, do not invent an explanation.

Build a Chronology

A strong defense often starts with a timeline:

January 10 — board approves supplier contract

January 15 — goods ordered

February 1 — company pays supplier

February 10 — goods delivered

March 5 — shareholder dispute begins

April 20 — director removed

May 1 — criminal complaint filed

Chronology can reveal whether the allegedly criminal transaction was treated as legitimate before the corporate dispute began.

Preserve Evidence Before It Disappears

Potentially important evidence includes:

• Bank records
• Board resolutions
• Contracts
• Accounting records
• Expense documents
• Emails
• WhatsApp messages
• Employee statements
• Corporate policies
• Valuations
• Delivery documents
• Audit reports

Early preservation can be particularly important where employees leave the company after a management dispute.

20-Step Criminal Defense Checklist

1. Identify the exact Article 155 allegation.
2. Determine whether the basic or aggravated form is alleged.
3. Identify the property concerned.
4. Determine who owned it.
5. Determine how possession or control was transferred.
6. Identify the permitted purpose.
7. Identify the allegedly unauthorized transaction.
8. Trace the money or property.
9. Determine whether the director personally benefited.
10. Preserve bank statements.
11. Preserve contracts.
12. Preserve board resolutions.
13. Preserve accounting records.
14. Preserve emails and messages.
15. Identify all persons with banking authority.
16. Reconstruct the company’s approval procedures.
17. Separate commercial loss from alleged criminal conduct.
18. Document any shareholder dispute.
19. Do not alter or destroy evidence.
20. Prepare an individualized defense based on the director’s actual conduct.

Frequently Asked Questions

1. Can a foreign company director be prosecuted for breach of trust in Turkey?

Yes. Foreign nationality does not prevent criminal investigation where conduct allegedly committed in connection with corporate property falls within Turkish criminal jurisdiction. Liability must nevertheless be established individually.

2. Is a director automatically guilty if company money entered their personal account?

No. The reason for the payment must be investigated. Salary, dividends, reimbursement or repayment may have legitimate explanations, while unauthorized appropriation presents a different issue.

3. Can an unsuccessful business decision constitute breach of trust?

Financial loss alone does not establish the offence. The prosecution must establish conduct satisfying the statutory elements of the applicable offence.

4. What is aggravated breach of trust?

Article 155(2) covers specified situations where entrusted property is connected with a profession, trade, service relationship or authority to administer another person’s property. It carries a more serious penalty than the basic form.

5. What is the penalty for aggravated breach of trust in Turkey in 2026?

The current Article 155(2) provides imprisonment from one to seven years and a judicial fine of up to 3,000 days.

6. Did the law change recently?

Yes. A paragraph added in December 2025 provides for doubling the applicable penalty where the subject of the offence is a motor land, sea or air vehicle. This amendment is relevant in 2026.

7. Can shareholder disputes lead to breach-of-trust complaints?

Yes. Criminal complaints may arise alongside shareholder or management disputes. The existence of a corporate dispute neither proves nor disproves the criminal allegation; the underlying transactions must be examined independently.

8. Can bank records prove the director’s innocence?

They can be highly important. Bank records may establish where funds went, whether the director personally benefited and whether payments corresponded with documented corporate transactions.

9. What if another manager actually transferred the money?

Banking authority, digital banking logs, internal approval procedures and communications should be examined to identify the actual participant. Formal directorship alone should not replace individualized evidence.

10. What should a foreign director do immediately after learning about a breach-of-trust investigation?

Identify the precise transaction and property involved, preserve company and personal financial evidence, reconstruct the director’s authority, secure contracts and board records, and avoid deleting, altering or manufacturing evidence.

Legal Assistance for Foreign Directors Accused of Breach of Trust in Turkey

Breach-of-trust investigations involving foreign company directors often sit at the intersection of criminal law, company law, banking evidence, shareholder disputes and corporate governance.

The central questions usually include:

What company property was entrusted to the director?

What authority did the director have?

Was the disputed transaction authorized?

Where did the money go?

Did the director or another person obtain an unauthorized benefit?

Was the transaction transparently recorded?

Is the dispute actually commercial or corporate rather than criminal?

What evidence connects the foreign director personally to the alleged offence?

Fırat Fesih Kaya Law Office provides legal assistance to foreign directors, CEOs, executives, shareholders and investors facing breach-of-trust and corporate criminal investigations in Turkey.

Lawyer Fırat Fesih Kaya assists foreign clients with allegations involving misuse of company money, unauthorized transfers, corporate assets, related-party transactions, company receivables, bank evidence, shareholder complaints, prosecutor investigations and individualized criminal defense strategies.

Early intervention can be important because banking records, corporate resolutions, accounting records, historical authority documents, emails and evidence showing the genuine commercial purpose of transactions may materially affect how the allegation is characterized.

Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yıldırım Tower No:148, 06520 Balgat, Çankaya, Ankara, Turkey

This publication is provided for general informational purposes and does not constitute legal advice. Criminal responsibility depends on the precise facts, the nature and ownership of the property, the purpose for which control was transferred, the director’s authority and conduct, the evidence, and the law applicable to the relevant date.