Foreign Investor Wants a Court-Appointed Manager for a Turkish Company: When Can One Be Requested? 2026 Updated Guide

Can a foreign investor request a court-appointed manager for a Turkish company? Learn when management deadlock, asset diversion, shareholder disputes and urgent risks may justify court intervention in Turkey.

A foreign investor in a Turkish company may face a situation where ordinary shareholder remedies are no longer sufficient to protect the investment. The company may be paralyzed by a 50/50 shareholder deadlock, directors may refuse to provide financial information, corporate assets may allegedly be transferred to related parties, bank accounts may be controlled by one shareholder, or management decisions may threaten the company’s continued operation. In serious cases, the investor may consider asking a Turkish court for appointment of a trustee, temporary administrator or another form of court-supervised management measure, depending on the company’s legal structure, the underlying dispute and the specific statutory basis. Turkish law does not provide foreign investors with an automatic right to replace management simply because a shareholder dispute exists. A court-appointed management measure normally requires a concrete legal basis and evidence demonstrating why ordinary corporate remedies are insufficient.

What Does a Court-Appointed Manager Mean in Turkey?

The expression “court-appointed manager” can describe different legal mechanisms. Depending on the dispute, the requested measure may involve appointment of a trustee, appointment of a representative for a company lacking the necessary corporate body, temporary management arrangements or another judicial measure designed to preserve the company or protect rights while litigation continues.

The correct mechanism must therefore be identified before an application is filed.

Can a Foreign Shareholder Request Court Intervention?

Potentially. Foreign shareholders generally exercise corporate rights through the Turkish company-law framework applicable to the company in which they invested.

The fact that the shareholder is foreign does not itself prevent an application for judicial protection.

The key questions are whether the investor has standing, which legal remedy applies and whether the factual circumstances justify the requested intervention.

Is a Shareholder Dispute Alone Enough?

Usually, the existence of disagreement between shareholders does not automatically justify judicial replacement of management.

Companies frequently experience disagreements concerning strategy, dividends, investments, financing and appointments. Courts generally require a stronger legal basis before interfering directly with corporate management.

The investor should therefore demonstrate the specific corporate dysfunction or legal risk requiring intervention.

50/50 Shareholder Deadlock

A common problem arises where two shareholders each control 50% of the company and can no longer agree on important decisions.

The company may become unable to appoint managers, approve essential corporate actions, obtain financing or make strategic decisions.

A prolonged deadlock can eventually threaten the company’s existence.

However, the appropriate remedy depends on the company’s articles of association, shareholders’ agreement, company type and consequences of the deadlock.

Board Deadlock in a Joint Stock Company

A foreign investor may have representation on the board while another shareholder controls an equal number of directors.

If board resolutions can no longer be adopted, examine the articles of association, board structure and applicable voting provisions.

The existence of a board deadlock should be documented through meeting notices, minutes, rejected resolutions and correspondence.

Management Deadlock in a Limited Liability Company

Similar problems can arise in a limited liability company where managers or shareholders cannot make necessary decisions.

The legal analysis should identify which decisions cannot be adopted and how the deadlock affects the company’s operations.

What If the Company Has No Functioning Management Body?

The absence of a legally functioning corporate body can create particularly serious consequences.

Where the company lacks a necessary organ or the corporate body cannot function, specific remedies under Turkish corporate law may become relevant.

The investor should act before the organizational problem results in serious commercial damage.

Risk of Company Dissolution

Under the Turkish Commercial Code, prolonged absence or dysfunction of legally required corporate organs can ultimately create consequences extending to dissolution proceedings.

This is one reason management problems should not be ignored until the company becomes completely paralyzed.

Court Intervention Should Be Proportionate

A request that completely removes existing management is significantly more intrusive than a request designed to preserve particular assets or prevent a specific transaction.

The investor should therefore consider whether a narrower measure could adequately protect the company.

Asset Diversion Can Strengthen the Need for Urgent Protection

The situation becomes more serious where management allegedly transfers corporate assets to shareholders, relatives or related companies.

Examples may include:

sale of real estate below market value;

transfer of vehicles or machinery;

payments to related companies without commercial justification;

unexplained withdrawals;

transfer of intellectual property;

or diversion of customer payments.

These allegations should be supported by evidence.

Suspicious Bank Transfers

Large unexplained payments from company accounts can create an urgent need to examine management conduct.

Obtain bank records, accounting entries, payment instructions, invoices and contracts where legally available.

The objective is to establish what happened rather than merely alleging that money “disappeared.”

Related-Party Transactions

Transactions with companies controlled by another shareholder or director require particular scrutiny.

Determine the relationship between the entities, commercial purpose of the transaction, pricing, authorization process and whether the company received equivalent value.

Sale of Company Property Below Market Value

If management attempts to sell valuable real estate or another significant asset substantially below market value, the investor may need to consider urgent judicial protection before completion of the transaction.

Independent valuation evidence can become important.

Can an Injunction Be More Appropriate Than a Court-Appointed Manager?

Yes. In some disputes, an interim injunction targeting the specific threatened transaction may provide more proportionate protection than replacing management.

For example, the investor may seek to prevent disposal of a particular asset rather than requesting control over the entire company.

The correct strategy depends on the actual risk.

Evidence of Urgency Is Important

If interim judicial protection is requested, the investor should explain why waiting for final judgment would create serious or difficult-to-repair consequences.

A theoretical possibility of future misconduct may be insufficient.

Evidence of planned transactions, imminent payments or asset transfers can be particularly important.

Preserve Corporate Records

Foreign investors should preserve all legally obtained evidence, including:

shareholder resolutions;

board minutes;

management resolutions;

financial statements;

bank records;

accounting reports;

contracts;

invoices;

shareholders’ agreement;

articles of association;

emails;

and relevant corporate correspondence.

The chronology of the dispute should be reconstructed carefully.

Access to Company Information Can Become a Separate Dispute

One shareholder may refuse to provide the foreign investor with financial or corporate information.

Information and inspection rights should be evaluated according to the company type and the investor’s legal position.

Failure to obtain information may justify separate corporate remedies even where appointment of a manager is not immediately appropriate.

Foreign Investor Should Review the Articles of Association

The articles of association may contain important rules concerning management appointments, representation, voting, board composition and shareholder rights.

The litigation strategy should not be developed without reviewing them.

Review the Shareholders’ Agreement

International investments frequently involve a separate shareholders’ agreement containing deadlock procedures, reserved matters, board appointment rights, exit provisions, call and put options, arbitration clauses and dispute-resolution mechanisms.

These contractual mechanisms may operate alongside statutory corporate remedies.

Deadlock Clauses Can Change the Strategy

A shareholders’ agreement may contain escalation procedures requiring negotiations between senior executives before litigation.

It may also contain buy-sell mechanisms or other procedures designed specifically for a deadlock.

The investor should determine whether those contractual steps must be followed.

Arbitration Clause Must Be Checked

A shareholders’ agreement may refer contractual disputes to arbitration.

However, corporate-law issues and requests involving judicial interim protection can raise separate jurisdictional questions.

The scope of the arbitration clause should therefore be analyzed carefully rather than assuming every dispute belongs exclusively in one forum.

Can the Existing Manager Be Removed?

Depending on the company type and circumstances, removal of managers or directors may be possible through corporate or judicial mechanisms.

The requirements differ according to the legal structure and the particular office involved.

Removal and appointment of a court-controlled administrator should not be treated as the same remedy.

Director Liability Claims May Also Be Available

If directors or managers breach their legal duties and cause damage to the company, liability claims may become relevant.

A management dispute may therefore involve both preventive remedies and subsequent compensation claims.

Do Not Confuse Company Loss With Shareholder Loss

Where assets are removed from the company, the direct financial loss may belong primarily to the company.

The proper claimant and cause of action should therefore be determined carefully before litigation.

General Assembly Decisions Can Be Challenged

If controlling shareholders adopt unlawful general assembly resolutions, cancellation or nullity-related remedies may become relevant depending on the defect.

The applicable filing periods should be checked immediately.

Board Decisions May Require Separate Analysis

Where the disputed conduct arises from a board resolution, the validity and legal consequences of that resolution should be assessed under the applicable corporate-law framework.

What If One Shareholder Controls the Company Bank Account?

Control over online banking does not itself create ownership of corporate funds.

The investor should examine signing authority, internal authorization rules and the legal basis of transactions.

If there is evidence of misuse, urgent protective measures may be considered.

Unauthorized Payments to a Manager

Payments described as salary, bonus, consultancy fees or expense reimbursements should be examined against corporate resolutions, contracts and accounting records.

An excessive payment is not automatically unlawful, but unsupported transfers may require further investigation.

What If Company Funds Are Used for Personal Expenses?

Personal use of company funds by management can raise corporate, civil, tax and potentially other legal issues depending on the facts.

Preserve invoices, bank records and accounting classifications.

Company Assets Transferred to Another Group Company

Related-company transfers can be commercially legitimate, but they should have a genuine corporate purpose and appropriate legal basis.

Transactions apparently designed to strip assets from the disputed company should be investigated promptly.

Appointment of a Representative May Be Different From Management Takeover

In some circumstances, the legal problem may be a conflict preventing the company from being properly represented in a particular proceeding or transaction.

Appointment of a representative for that purpose may be more appropriate than transferring the company’s entire management to a third party.

Temporary Measures During Litigation

Corporate litigation can take time. The investor should therefore evaluate whether temporary measures are necessary to preserve assets, documents or the company’s ability to operate until final judgment.

Security May Be Required for Interim Relief

Depending on the requested interim measure and procedural circumstances, the court may consider security requirements.

The investor should prepare for this possibility when seeking urgent relief.

Financial Expert Evidence Can Be Critical

Complex shareholder disputes frequently require examination of accounting records.

A financial expert may help identify unusual payments, related-party transfers, asset movements and changes in company value.

Independent Valuation Can Be Important

Where the dispute concerns a sale of real estate, machinery, shares or another valuable asset, an independent valuation can help demonstrate whether the proposed transaction materially departs from market conditions.

Digital Evidence Should Be Preserved

Emails and business communications may show instructions to transfer funds, conceal information or proceed with disputed transactions.

Preserve original records rather than relying solely on screenshots where stronger electronic evidence is available.

Do Not Obtain Evidence Unlawfully

A shareholder’s legitimate interest in protecting an investment does not create unlimited authority to access another person’s private communications or protected systems.

Evidence-gathering should remain within lawful boundaries.

What If the Company Is Still Profitable?

Profitability does not automatically prevent judicial protection.

A profitable company can still suffer asset diversion, management paralysis or serious governance violations.

However, the company’s continuing operations may affect whether an intrusive management measure is proportionate.

What If the Company Is Insolvent?

If the dispute coincides with serious financial distress, insolvency-related obligations and creditor interests may become relevant.

The strategy should then extend beyond the shareholder dispute itself.

Foreign Investor Should Check Signing Authority

Review the current trade registry information and corporate resolutions concerning representation.

Determine who can bind the company and whether signatures must be joint or individual.

This can be critical where a disputed transaction is imminent.

Trade Registry Records Can Reveal Important Changes

Management appointments, representation authority and certain corporate amendments are reflected through registry procedures.

Unexpected changes should be investigated immediately.

Can a Minority Shareholder Seek Protection?

Potentially. Turkish company law provides various minority and individual shareholder rights depending on company type and circumstances.

The appropriate remedy may involve information rights, special audit mechanisms, challenges to corporate decisions, liability proceedings or other protections rather than management appointment.

Special Audit May Be Relevant

Where there are concrete concerns about specific corporate transactions and statutory requirements are satisfied, special audit mechanisms may become relevant.

This can be particularly useful where the shareholder lacks sufficient information to understand suspicious transactions.

Dissolution for Just Cause May Become a Last-Resort Remedy

In serious shareholder disputes involving certain companies, dissolution for just cause can become relevant under Turkish corporate law.

However, dissolution is a drastic remedy. Depending on the circumstances, courts may consider alternative solutions rather than ending an economically viable company.

Exit May Be Preferable to Management Litigation

Where the relationship between shareholders is irreparably damaged, a commercially structured exit can sometimes resolve the dispute more effectively.

Share valuation, payment security and transfer mechanics then become central.

Share Valuation Must Be Independent

If one shareholder is to exit, valuation disputes can become substantial.

Financial statements, hidden liabilities, related-party transactions, future cash flow and company assets should be considered appropriately.

Foreign Investor Should Avoid Self-Help Measures

An investor should not attempt to seize company assets, block premises or take control of systems without legal authority.

Aggressive self-help can create additional civil or criminal exposure.

2026 Litigation Strategy

A foreign investor considering a court-appointed management solution should first determine the exact corporate problem. Is the company missing a legally required organ? Is management paralyzed? Are assets being diverted? Is a controlling shareholder abusing corporate power? Is there an imminent transaction requiring an injunction?

The remedy should then be tailored to that specific problem rather than requesting a court-appointed manager as a universal solution.

Immediate Action Plan for Foreign Investors

The investor should immediately obtain the articles of association and shareholders’ agreement, verify current management and signing authority, preserve corporate and financial evidence, document the deadlock or misconduct, identify imminent transactions, assess information and inspection rights, consider narrower interim measures, evaluate removal or liability claims, and determine whether a trustee, representative, special audit, injunction, dissolution or another corporate remedy best addresses the specific risk.

Frequently Asked Questions

Can a foreign investor ask a Turkish court to appoint a manager?

Potentially, depending on the company’s legal structure, the nature of the corporate dysfunction and the statutory basis for judicial intervention.

Is a 50/50 shareholder deadlock enough?

A deadlock can be highly significant, particularly where it prevents necessary corporate decisions, but the appropriate judicial remedy depends on its consequences and the company’s governing documents.

Can the court remove the existing management?

Removal may be possible under particular corporate-law mechanisms and factual circumstances. It should be distinguished from appointment of a temporary administrator or representative.

Can the investor stop management from selling company property?

Potentially, where the requirements for appropriate interim judicial protection are established. The urgency and risk should be supported with evidence.

What if company money is being transferred to related parties?

Bank records, contracts, invoices and corporate approvals should be examined immediately. Depending on the evidence, preventive measures and management-liability claims may become relevant.

Can a minority foreign shareholder request protection?

Potentially. The appropriate remedy depends on company type, shareholding and the alleged violation.

Can a special audit be requested?

Potentially, where the statutory requirements are satisfied and examination of particular corporate matters is necessary.

Does an arbitration clause prevent all Turkish court applications?

Not necessarily. The scope of the arbitration agreement and the nature of the corporate or interim remedy must be analyzed separately.

Can the foreign investor request dissolution of the company?

In sufficiently serious circumstances, just-cause dissolution mechanisms may potentially become relevant depending on the company type. It is a substantial remedy and alternative solutions may also need to be considered.

What should the foreign investor do first?

Identify the precise corporate failure and preserve evidence before seeking an intrusive management measure. A court-appointed management solution should normally be tied to a concrete legal basis, while asset-specific injunctions, information rights, special audit, management removal, liability proceedings or shareholder-exit remedies may sometimes provide more appropriate protection.

Client-Focused Legal Support for Foreign Shareholder and Management Disputes in Turkey

Foreign investor disputes can involve 50/50 deadlocks, management paralysis, diversion of company assets, suspicious bank transfers, related-party transactions, unauthorized management decisions, shareholder information rights, interim injunctions, special audits, manager liability and requests for judicial intervention in company management.

Fırat Fesih Kaya Law Office assists foreign shareholders and international investors in Turkish corporate and shareholder disputes. Lawyer Fırat Fesih Kaya provides legal assistance in evaluating urgent protective measures, management and representation disputes, shareholder rights, corporate investigations, asset-preservation strategies and litigation arising from serious governance conflicts.

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