Foreign Investor Buys Shares but Control Is Not Transferred in Turkey: Emergency Legal Remedies – 2026 Updated Guide

What can a foreign investor do when shares are purchased but corporate control is not transferred in Turkey? Learn about injunctions, SPA enforcement, damages, and urgent legal remedies.

A foreign investor may complete payment for shares in a Turkish company but still be unable to exercise effective control. The seller may refuse to deliver company records, block access to bank accounts, keep board appointment powers, withhold passwords, prevent general meetings, or continue signing contracts on behalf of the company.

This situation requires immediate legal assessment. The buyer may potentially seek an interim injunction, enforce the share purchase agreement, challenge unauthorized corporate decisions, claim compensation, request the completion of share transfer formalities, or terminate the transaction where legally justified.

However, buying shares and obtaining practical management control are not always the same event. The correct remedy depends on the company type, the SPA, the closing documents, the share transfer status, and the actions taken by the seller.

What Does “Control Was Not Transferred” Mean?

Control may not be transferred even when the purchase price has been paid. Common examples include the seller refusing to provide access to company bank accounts, accounting records, tax files, customer databases, contracts, licenses, websites, email systems, or accounting software.

The seller may also keep control by refusing to resign from the board, blocking the appointment of the buyer’s directors, retaining signature authority, preventing shareholder meetings, or instructing employees and business partners to ignore the foreign investor.

In some cases, the seller transfers the shares formally but continues to control the company through relatives, former managers, related companies, or hidden agreements. In other cases, the share transfer itself has not been completed because required corporate formalities were not fulfilled.

Share Ownership and Corporate Control Are Different

A share purchase agreement creates contractual obligations between the parties, but corporate control may require additional steps. These steps can include completing share transfer formalities, recording ownership in the relevant company records, updating the share ledger, holding a general meeting, appointing a new board, changing authorized signatories, and transferring company documents.

The applicable formalities may differ between a joint-stock company and a limited liability company. The buyer should not assume that signing the SPA alone automatically provides full management authority.

The investor should immediately determine whether the shares were legally transferred, whether the company has recognized the buyer as a shareholder, whether the buyer can vote, and whether the existing directors continue to have authority.

Emergency Legal Review for the Foreign Investor

The first step is to examine the transaction documents and identify the exact obligation that has not been performed. The buyer should review the SPA, closing certificate, payment evidence, share transfer documents, shareholder resolutions, board resolutions, powers of attorney, company records, and correspondence with the seller.

The buyer should also confirm whether the seller has taken actions that could damage the company, such as selling valuable assets, transferring money to related companies, changing bank authorities, terminating important contracts, or removing company data.

A rapid review is particularly important where the seller has retained access to company systems or is able to dispose of corporate assets.

Can the Buyer Request an Interim Injunction?

Depending on the circumstances, the foreign investor may apply for an interim injunction or another urgent judicial measure.

Possible requests may include preventing the seller from disposing of company assets, restricting unauthorized use of company accounts, protecting company records, preventing the transfer or destruction of digital evidence, stopping the use of the buyer’s shares, or maintaining the existing corporate position until the dispute is resolved.

Where the seller is obstructing corporate governance, the buyer may also consider requesting judicial protection for shareholder rights, the holding of a general meeting, or the appointment of a temporary manager in exceptional circumstances.

The court will generally assess whether the buyer has a plausible legal right, whether there is an immediate risk of harm, and whether the requested measure is proportionate. The court may require security.

A broad request to take over all company operations may be difficult to obtain. A narrowly drafted request addressing unauthorized transactions, withheld records, or specific contractual breaches may be more effective.

Enforcing the Share Purchase Agreement

If the seller has not completed the promised transfer of control, the buyer may evaluate a claim for contractual performance. Depending on the documents and the legal status of the transaction, the buyer may seek completion of the share transfer, recognition of shareholder rights, delivery of corporate records, implementation of board changes, or performance of closing obligations.

The buyer may also consider compensation for losses caused by the seller’s failure to perform. If the SPA includes a contractual penalty, escrow protection, indemnity, or specific performance clause, these provisions may significantly affect the legal strategy.

The buyer should check whether the agreement contains a notice requirement, cure period, liability cap, limitation period, arbitration clause, or exclusive remedy provision before commencing proceedings.

Can the Investor Claim Compensation?

Compensation may be available if the seller’s refusal to transfer control causes measurable financial loss. Potential claims may involve:

• Loss of company revenue;
• Unlawful transactions carried out after closing;
• Loss of customers or business opportunities;
• Emergency management and investigation costs;
• Damage caused by unauthorized contracts;
• Reduction in the value of the acquired shares;
• Costs caused by blocked banking or commercial operations;
• Contractual penalties;
• Other foreseeable losses supported by evidence.

The buyer must generally prove the breach, the loss, and the causal connection between the seller’s conduct and the financial damage. Payment of the purchase price alone does not automatically establish the amount of compensation.

If the seller’s conduct involves false documents, intentional deception, unauthorized use of corporate property, or deliberate concealment of the share transfer, separate legal remedies may also need to be evaluated.

Challenging Unauthorized Corporate Decisions

If the seller continues to pass resolutions or sign contracts after losing the authority to do so, the buyer should examine whether those actions can be challenged.

The legal position may depend on whether the seller remained a director, whether the company records were updated, whether third parties acted in good faith, and whether the transaction documents restricted the seller’s authority.

The buyer may need to challenge unlawful board or shareholder decisions, seek protection against asset transfers, request access to corporate information, or bring claims against directors who acted outside their authority.

The buyer should avoid relying only on informal objections. Formal notices and properly documented corporate actions are important for protecting future claims.

Evidence the Foreign Buyer Should Preserve

The buyer should preserve the signed SPA, proof of payment, closing correspondence, share transfer documents, company registry records, shareholder and board minutes, signature circulars, bank records, accounting files, and powers of attorney.

Emails, WhatsApp messages, video-conference records, digital signatures, cloud access logs, accounting software records, and system passwords may also be relevant.

Evidence should show what the seller promised, what the buyer paid, which closing obligations remained incomplete, and how the seller prevented the buyer from exercising control.

The buyer should preserve electronic records in their original form whenever possible. Unauthorized access to private accounts or company systems may create separate legal problems, so evidence must be collected lawfully.

What If the Seller Transfers Company Assets?

A seller who retains practical control may attempt to transfer money, real estate, vehicles, intellectual property, customer contracts, or other valuable assets to a related company.

The buyer should immediately investigate unusual payments, low-value transactions, new guarantees, related-party contracts, asset pledges, and changes in bank authorities. Urgent measures may be considered if there is a genuine risk that company assets will be moved beyond recovery.

If an asset transfer is fraudulent or unauthorized, the buyer may evaluate claims for invalidation, compensation, director liability, or recovery of the transferred asset, depending on the facts.

Cross-Border Issues for Foreign Investors

Foreign investors may face additional difficulties when the seller lives abroad, documents were signed in different countries, or the transaction includes arbitration or foreign governing law.

The investor should review jurisdiction, arbitration, service, translation, notarization, apostille, enforcement, and power-of-attorney requirements. A foreign buyer may often begin the legal process through a Turkish lawyer without being physically present for every step.

The company’s Turkish assets, bank accounts, corporate records, and business operations should be secured through a coordinated strategy.

2026 Practical Considerations

In 2026, M&A control disputes increasingly involve electronic closing rooms, remote signatures, cloud systems, online banking, digital accounting programs, customer databases, and remote management access.

Foreign buyers should ensure that future SPAs clearly regulate the exact moment of control transfer, delivery of passwords and records, board changes, bank authority, digital assets, company seals, licenses, customer contracts, and post-closing cooperation.

The buyer should not wait for a complete financial loss before taking action. Early evidence preservation and interim legal protection may prevent unauthorized transactions and strengthen the eventual compensation claim.

Lawyer Fırat Fesih Kaya assists foreign investors with Turkish share purchase disputes, blocked corporate control, SPA enforcement, interim injunctions, shareholder rights, and compensation claims.

Frequently Asked Questions (FAQ)

1. Can a foreign investor obtain an injunction when corporate control is not transferred in Turkey?
Potentially, yes. The investor must show a plausible right, an urgent risk of harm, and a specific and proportionate request.

2. Does paying the purchase price automatically transfer control of the Turkish company?
Not always. Share ownership, corporate records, board appointments, signature authority, and operational handover may require separate steps.

3. What can the buyer do if the seller refuses to complete the share transfer?
The buyer may evaluate contractual performance, recognition of shareholder rights, compensation, contractual penalties, and termination remedies.

4. Can the seller continue signing contracts after the sale?
The answer depends on whether the seller remains an authorized director or signatory and whether the relevant corporate changes have been completed.

5. Can the buyer stop the seller from transferring company assets?
If there is a genuine risk of unauthorized or damaging transfers, the buyer may consider urgent judicial protection and other legal remedies.

6. Can the foreign buyer claim damages?
Yes, if the buyer proves a contractual breach, unlawful conduct, financial loss, and a causal connection between the seller’s conduct and the loss.

7. What if the seller transferred the shares but still controls the company?
The buyer may need to enforce shareholder rights, complete corporate appointments, challenge unauthorized decisions, and seek interim measures.

8. What evidence is most important?
The SPA, proof of payment, closing documents, company records, board resolutions, bank records, emails, messages, and digital access logs may be decisive.

9. Can a foreign investor start proceedings without coming to Turkey?
In many cases, the investor can act through a properly authorized Turkish lawyer, subject to the specific requirements of the proceedings.

10. What should the foreign investor do immediately?
The investor should preserve evidence, secure company accounts and records where possible, review the SPA, send a formal notice, and obtain urgent advice from a Turkish lawyer.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for Foreign Investor Control Disputes

Expert legal support is essential to avoid losing valuable rights. By working with a lawyer experienced in Turkish M&A transactions, share transfers, corporate governance, interim injunctions, and compensation claims, foreign investors can protect their investments in Turkey and abroad. Fırat Fesih Kaya Law Office provides professional legal support in urgent company acquisition disputes.

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