Foreign Shareholder Suspects Inventory Is Being Secretly Sold in Turkey: Evidence and Emergency Measures 2026 Updated Guide

A foreign shareholder suspects company inventory is being secretly sold in Turkey. Learn how to preserve evidence, trace inventory, seek interim injunctions, examine management liability and protect company assets.

A foreign shareholder who discovers that company inventory may be secretly sold, transferred to related parties, removed from warehouses or converted into cash outside ordinary company records should act quickly. The problem may initially appear to be an internal shareholder disagreement, but depending on the facts it can develop into a serious corporate, commercial, accounting and potentially criminal dispute. The immediate objective should be to establish what inventory existed, where it went, who authorized the transactions, where the sale proceeds were transferred and whether remaining company assets are at risk.

Why Are Secret Inventory Sales Particularly Dangerous?

Inventory can disappear much faster than real estate or other registered assets. Goods can be sold, transported, exported, transferred between warehouses or invoiced through another company within a short period.

By the time an ordinary shareholder lawsuit reaches an advanced stage, both the goods and sale proceeds may have disappeared.

For that reason, evidence preservation and emergency measures can become central.

First Determine Whether Inventory Is Actually Missing

Suspicion should be converted into verifiable evidence. Compare accounting records with physical stock and examine whether ordinary sales explain the difference.

The shareholder should seek to identify the product, quantity, warehouse location, acquisition cost, expected sale value and date on which the inventory apparently disappeared.

Conduct a Physical Inventory Comparison

Where legally and practically possible, compare warehouse stock with company accounting and inventory records.

Photographs, warehouse lists, stock-management systems, serial numbers, barcodes and dated inventory reports may help establish the position.

Preserve Historical Inventory Records

Do not examine only today’s stock.

Historical warehouse reports can show whether inventory decreased suddenly and whether the reduction corresponds with recorded sales.

This can help identify the approximate period during which disputed transactions occurred.

Review Sales Invoices

Determine whether the missing inventory was invoiced.

If invoices exist, identify the purchaser, price, payment terms and relationship between the purchaser and company management or other shareholders.

What If Goods Were Sold Without an Invoice?

A suspected unrecorded sale can raise accounting, tax, corporate and potentially criminal issues depending on the facts.

The shareholder should avoid making accusations before establishing the documentary trail but should preserve evidence immediately.

Examine Related-Party Sales

One significant warning sign is inventory being sold to another company controlled by a director, shareholder, relative or business associate.

Related-party transactions are not automatically unlawful, but their commercial terms should be examined carefully.

Was the Inventory Sold Below Market Value?

Compare the sale price with contemporaneous third-party sales, supplier costs and available market information.

A substantial unexplained discount may support allegations that company assets were transferred for the benefit of another person or business.

Identify the Ultimate Buyer

The invoiced purchaser may not always be the final recipient.

Transport records, delivery documents and warehouse exit records can help establish where the goods physically went.

Review Warehouse Exit Records

Obtain dispatch notes, delivery records, vehicle information, loading documents and warehouse logs where available.

These records may identify the person who authorized removal of the goods and the destination.

CCTV Evidence Can Be Extremely Important

Warehouse and factory camera recordings may show vehicles, loading activity and individuals involved in removing inventory.

Because CCTV systems frequently overwrite older recordings, preservation should be considered urgently.

Preserve Electronic Evidence

Relevant evidence may exist in company email accounts, enterprise resource planning systems, accounting software, warehouse-management platforms and internal messaging applications.

Preservation should be carried out lawfully and without unauthorized access to personal accounts.

WhatsApp and Messaging Evidence

Business communications may reveal instructions to sell goods, change invoices, deliver inventory elsewhere or conceal transactions.

The evidentiary value of messages depends on authenticity, acquisition method and surrounding circumstances.

Do Not Illegally Access Another Person’s Account

A shareholder’s interest in the company does not automatically authorize unrestricted access to another person’s private email, telephone or messaging account.

Evidence should be collected through lawful corporate access rights and procedural mechanisms.

Review the Company’s Accounting Records

The accounting trail should show whether the inventory reduction corresponds with revenue.

Compare stock accounts, sales accounts, receivables, cash transactions and bank deposits.

A sale appearing in inventory records without corresponding consideration can require further investigation.

Trace the Sale Proceeds

Finding the goods is only half of the investigation.

Determine whether payment entered the company’s bank account. If it did, examine what happened afterward.

If payment was directed to another company or individual, preserve evidence of that payment structure.

Examine Cash Sales Carefully

Large cash transactions can make tracing more difficult.

Review cash ledgers, receipts and supporting accounting records to determine whether alleged cash proceeds actually entered company assets.

Review Company Bank Accounts

Bank movements may reveal payments from buyers followed by immediate transfers to directors, shareholders or related companies.

The legal basis for each material transaction should be examined separately.

Foreign Shareholders Should Exercise Information Rights Promptly

The available shareholder rights depend on whether the company is structured as a joint-stock company, limited liability company or another entity.

Corporate documents, articles of association and shareholder agreements should be reviewed together with the applicable provisions of Turkish company law.

Management Cannot Simply Treat Company Property as Personal Property

Company inventory belongs to the company rather than individually to its shareholders or directors.

Management authority does not mean that a manager can freely transfer company assets for personal benefit.

Board and Manager Liability May Arise

Directors or managers may face civil liability where they breach duties imposed by law, the articles of association or corporate governance rules and cause loss to the company, shareholders or creditors under the applicable circumstances.

The specific liability analysis depends on company type, position, authority and conduct.

Check Signature and Representation Authority

Determine who had authority to conclude the disputed sales.

Trade registry information, internal signature arrangements, board decisions and powers of attorney may help establish whether the transaction was authorized.

Unauthorized Sales May Be Challenged Differently

If the person selling inventory had no authority to bind the company, questions concerning representation and the third-party purchaser’s position become important.

The purchaser’s knowledge and the circumstances of the transaction may also matter.

Emergency Interim Measures May Be Necessary

If inventory is still being removed or sale proceeds are rapidly being transferred, waiting for final judgment can make effective recovery difficult.

Depending on the claim and evidence, interim judicial protection may therefore be considered.

Interim Injunctions

An interim injunction may potentially be requested where the statutory requirements are satisfied and immediate protection is necessary to prevent serious difficulty or damage while the underlying dispute is resolved.

The requested measure should be closely connected with the right being protected.

The Request Must Be Specific

A shareholder should avoid requesting an unlimited freeze of everything merely because a dispute exists.

Identify the disputed inventory, transactions, accounts or assets as precisely as possible and explain why immediate protection is necessary.

Evidence Is Crucial for Emergency Relief

Courts generally need more than suspicion.

Inventory records, invoices, bank transactions, warehouse documents, messages, photographs and other preliminary evidence can strengthen an emergency application.

Can Remaining Inventory Be Protected?

Depending on the circumstances and legal basis of the claim, measures designed to prevent disposal of identified assets may potentially be considered.

The proportionality and legal connection between the requested measure and underlying right remain important.

Precautionary Attachment May Be Relevant

Where the dispute has crystallized into a qualifying monetary claim and statutory requirements are satisfied, precautionary attachment may also need to be evaluated.

It should be distinguished from an interim injunction because the two remedies serve different procedural functions.

Bank Account Measures May Be Considered

If there is evidence that proceeds from disputed inventory sales are being transferred or dissipated, appropriate provisional measures may need to be evaluated.

The requested protection should be supported by evidence showing the urgency and connection with the disputed claim.

Consider Evidence Determination

Where evidence may disappear before the main case can be effectively litigated, procedural mechanisms for preserving or determining evidence can be important.

This may be particularly useful for warehouse conditions, inventory quantities and electronic records.

Independent Expert Examination Can Help

An accounting or inventory expert may be needed to reconstruct stock movements.

The expert can compare purchases, production, sales, warehouse exits, invoices and accounting records to identify unexplained differences.

Forensic Accounting May Be Necessary

Complex schemes may involve several related companies, circular invoices, fictitious receivables or unexplained bank transfers.

A transaction-by-transaction forensic accounting review can reveal the actual flow of inventory and money.

Check Whether Inventory Was Exported

Goods may have been transferred abroad.

Customs and export documentation can become important where company inventory appears to have left Turkey.

Identify exporter information, invoices, destination and payment records.

Related Companies Should Be Investigated

If the goods moved to another company within the same commercial network, examine shareholders, directors, addresses, customers and financial relationships.

Corporate separation should not prevent investigation of actual commercial transactions where legally relevant.

Can the Sale Be Cancelled?

Whether a transaction can be invalidated or otherwise challenged depends on representation authority, corporate approvals, purchaser knowledge, transaction structure and the legal cause relied upon.

There is no universal rule that every unauthorized or disadvantageous inventory sale automatically becomes void.

Can the Buyer Be Sued?

Potential claims against a buyer depend on the circumstances.

A genuine third-party purchaser acting under an apparently valid commercial transaction may present a different legal situation from a related company knowingly participating in asset diversion.

Criminal Proceedings May Also Become Relevant

Depending on the evidence, conduct involving deliberate appropriation, fraudulent documentation, breach of trust, falsification or other acts may potentially raise criminal-law issues.

Criminal allegations should be based on concrete facts rather than used merely as leverage in a shareholder disagreement.

A Criminal Complaint Does Not Replace Corporate Litigation

Even where criminal proceedings are appropriate, the shareholder should separately evaluate corporate, commercial and provisional remedies.

A criminal investigation does not automatically restore inventory or compensate the company.

Tax and Accounting Consequences Should Be Reviewed

Secret or inaccurately recorded inventory sales may also create tax and accounting exposure for the company.

The shareholder should understand these risks when designing the litigation strategy because the company itself may face regulatory consequences.

Review the Shareholders’ Agreement

A shareholders’ agreement may contain restrictions on asset sales, related-party transactions, reserved matters, approval thresholds and information rights.

Breach may generate contractual remedies in addition to statutory corporate-law claims.

Review the Articles of Association

Corporate governance provisions may establish internal approval requirements relevant to major transactions.

These provisions should be compared with the actual decisions taken by management.

General Assembly or Board Action May Be Necessary

Depending on company structure and shareholding power, the shareholder may consider available corporate mechanisms to challenge management conduct, demand information, replace managers or pursue company claims.

A 50/50 Company Requires Special Strategy

In a deadlocked company, ordinary voting mechanisms may be ineffective.

Evidence preservation and judicial remedies can become especially important where neither shareholder can control the company’s internal decision-making process.

Minority Shareholders May Have Specific Rights

Turkish company law provides particular minority rights in certain circumstances and company structures.

The percentage of shares held and the company’s legal form should therefore be established before deciding which corporate remedy to pursue.

Do Not Alert Wrongdoers Before Preserving Evidence

Where there is a genuine risk of evidence destruction or further asset transfers, strategy matters.

Before sending confrontational correspondence, consider which records must first be lawfully preserved and whether emergency judicial protection is required.

Send Formal Notices Strategically

Once evidence is secured, formal notice can require management to explain inventory movements, preserve records and stop disputed transactions.

The wording should be factual and avoid unsupported accusations.

Foreign Investors Should Secure Corporate Records

Maintain independent copies of legally accessible shareholder documents, financial statements, resolutions, contracts and correspondence.

Do not rely entirely on management to preserve the evidence after the dispute has escalated.

Calculate the Company’s Loss

The loss may not equal only the original acquisition cost of missing goods.

Depending on the legally recoverable damage and evidence, analysis may involve actual value, sale proceeds, transaction price and other direct financial consequences.

The damages methodology should be established carefully.

Immediate Emergency Action Plan

A foreign shareholder who suspects secret inventory sales should immediately identify missing inventory, preserve warehouse and accounting records, secure available CCTV evidence, review invoices and delivery documents, trace bank payments, identify related-party purchasers, determine management authority, evaluate evidence-preservation procedures and consider interim injunction or other provisional measures before remaining inventory or sale proceeds disappear.

Frequently Asked Questions

Can a foreign shareholder inspect company inventory in Turkey?

The answer depends on the company’s legal form, the shareholder’s statutory and contractual rights and the circumstances. Corporate information and inspection rights should be evaluated promptly.

Can management sell company inventory without shareholder approval?

Management may have ordinary representation authority, but specific transactions can still raise questions concerning internal authority, reserved matters, conflicts of interest and directors’ or managers’ duties.

What if inventory is sold to another company owned by the manager?

The relationship should be investigated carefully. Related-party status does not automatically invalidate a transaction, but price, authorization, commercial purpose and conflicts of interest become particularly important.

Can the court stop further inventory sales?

Potentially, where the statutory requirements for provisional judicial protection are satisfied and the requested measure is legally appropriate.

Can company bank accounts be frozen?

Provisional measures may potentially affect accounts in appropriate circumstances, but the remedy, scope and evidentiary requirements depend on the underlying claim.

Can CCTV footage be used as evidence?

Potentially, depending on how the recording was created, obtained and preserved. Because footage may be overwritten quickly, lawful preservation should be considered immediately.

Can WhatsApp messages prove secret sales?

They may contribute to the evidentiary picture where authentic and lawfully obtained, particularly when supported by invoices, warehouse records and bank movements.

Can the foreign shareholder file a criminal complaint?

Potentially, where concrete facts indicate conduct constituting a criminal offense. Criminal proceedings should not be used as a substitute for an ordinary commercial disagreement.

Can the buyer of the inventory also face claims?

Potentially. The answer depends on the buyer’s relationship with the company, knowledge, transaction structure and the legal grounds relied upon.

What is the most important first step?

Preserve the evidence before the inventory, sale proceeds and electronic records disappear. The shareholder should reconstruct both the physical movement of the goods and the financial movement of the money, then select the corporate, provisional, civil and—where genuinely justified—criminal remedies supported by those facts.

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

Fırat Fesih Kaya Law Office assists foreign shareholders and international investors facing suspected inventory diversion, related-party transfers, unauthorized asset sales, management misconduct and shareholder disputes in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in preserving evidence, tracing company assets and financial transactions, evaluating management liability, seeking appropriate emergency judicial measures and pursuing corporate, commercial and other legal remedies.

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