Can directors or shareholders face criminal liability for using company money for personal purposes in Turkey? Learn about misuse of corporate funds, breach of trust, unauthorized transfers, company credit cards, related-party payments, criminal complaints and defense strategies.

The misuse of company funds in Turkey can result in much more than an internal shareholder dispute or a civil claim for repayment. When a director, manager or shareholder transfers corporate money to a personal account, uses company funds to pay private debts, makes unauthorized payments to related parties, withdraws substantial cash without a legitimate business purpose or uses corporate assets for personal benefit, the conduct may potentially trigger civil, commercial and criminal consequences. The criminal characterization depends on the precise facts. In private-company cases, one of the provisions that may become particularly relevant is Article 155 of the Turkish Penal Code (TCK), concerning breach of trust (güveni kötüye kullanma). Where company property has been entrusted to a person because of a commercial, professional or service relationship or because that person has authority to manage another person’s assets, the aggravated form of breach of trust may potentially become relevant. However, every unauthorized or questionable company expenditure is not automatically a criminal offense. The investigation must determine who owned the money, who had authority to manage it, why it was transferred, whether the company received a legitimate benefit, whether the transaction was properly authorized and whether the director or shareholder acted for their own or another person’s benefit.

When Does Using Company Money Become a Criminal Issue?

The fundamental distinction is between an irregular corporate transaction and conduct capable of satisfying the elements of a criminal offense. A director may make a poor commercial decision, approve an unsuccessful investment or pay an excessive price without necessarily committing a crime. Criminal exposure becomes more serious where company funds are deliberately diverted from their intended corporate purpose for the personal benefit of the director, shareholder or another person.

Company Money Is Not Automatically the Shareholder’s Personal Money

This distinction is particularly important in closely held companies. A person who owns 100% of the shares may believe that the money in the corporate bank account is effectively “their money.” Legally, however, the company has a separate legal personality and corporate assets should not automatically be treated as the shareholder’s personal property.

100% Ownership Does Not Create Unlimited Withdrawal Rights

A sole shareholder may receive money from the company through legally recognizable mechanisms such as salary, dividend distribution, repayment of a genuine shareholder loan, expense reimbursement or another properly documented transaction. Simply transferring money from the company account to a personal account without an identifiable legal or commercial basis can create substantial legal risk.

Directors Have a Different Position

Company directors and managers may have authority to control corporate bank accounts precisely because of their corporate responsibilities. That authority does not necessarily allow them to use corporate assets for whatever purpose they choose.

TCK Article 155 and Breach of Trust

Article 155 of the Turkish Penal Code regulates breach of trust. Its aggravated form is particularly relevant where property has been entrusted because of a commercial or service relationship or because a person has authority to manage another person’s property. Depending on the specific facts, misuse of company property by someone entrusted with management authority can therefore potentially raise criminal-law issues under this provision.

Not Every Company Dispute Is Breach of Trust

The prosecution still needs to establish the elements of the alleged offense. A disputed payment should not automatically be converted into a criminal accusation merely because shareholders disagree about whether it was commercially justified.

Example: Director Transfers Company Money to Personal Account

Assume that a company director transfers TRY 4 million from the company bank account into their personal account. The accounting records contain no salary, dividend, loan repayment or expense-reimbursement basis for the transfer.

The investigation should determine why the transfer occurred, whether it was authorized, how it was recorded and what happened to the money afterward.

The Transfer Description Is Not Enough

Writing “loan repayment” or “expense” in the bank-transfer description does not establish that such a legal relationship genuinely existed.

Examine the Underlying Documents

Was there actually a shareholder loan? When was the original loan provided? Does the accounting system show the liability? Was repayment due? Do the bank records confirm the original funding?

Fake Shareholder Loans

A shareholder or director should never create a backdated loan agreement after learning that a criminal investigation has begun.

Genuine Shareholder Loans Are Different

If a shareholder previously transferred TRY 5 million to finance the company and the company subsequently repaid TRY 2 million, the original funding records can fundamentally change the interpretation of the transaction.

Company Credit Card Used for Personal Expenses

Another common dispute concerns corporate credit cards. Directors may use a company card for restaurants, hotels, flights, electronics, luxury purchases or other expenditures.

Personal Appearance Does Not Automatically Mean Personal Purpose

A hotel payment may relate to a business trip. A restaurant payment may involve a client meeting. A flight may concern company negotiations.

Context Matters

The investigation should determine the purpose of each expenditure rather than relying solely on the merchant category.

Clearly Personal Expenses Create Greater Risk

Payments for purely private holidays, household expenses, personal luxury goods or unrelated family expenses can be much more difficult to explain where they were paid using company funds.

Expense Reimbursement Procedures Matter

Corporate expense policies, receipts, travel records and accounting entries can help distinguish legitimate business expenditures from personal use.

Cash Withdrawals From Company Accounts

Large cash withdrawals frequently become problematic because the subsequent destination of the money is difficult to trace.

Who Withdrew the Cash?

Bank and ATM records should be examined.

Why Was Cash Required?

Was it used for legitimate business expenditure, employee expenses or another documented purpose?

Where Are the Supporting Records?

Invoices, receipts, accounting entries and internal approvals may become important.

Repeated Cash Withdrawals Increase the Evidentiary Risk

A pattern of substantial withdrawals without supporting documentation can create a substantially different picture from a single properly documented transaction.

Payments to the Director’s Family Members

Corporate money transferred to a spouse, child, sibling or other relative can trigger scrutiny.

Family Relationship Does Not Automatically Make the Transfer Illegal

The relative may genuinely work for the company, own property leased to the company or have another legitimate commercial relationship.

But the Relationship Should Be Real

Employment agreements, payroll records, actual work performed and corresponding tax/accounting records may be examined.

Payments to Related Companies

A director may transfer corporate funds to another company they own.

Related-Party Transactions Are Not Automatically Criminal

Companies within the same business group frequently trade with one another.

The Commercial Purpose Must Be Demonstrable

The transaction should correspond with actual goods, services, financing, licensing or another genuine commercial activity.

Fake Consultancy Agreements

A common allegation involves payments to a related company under a consultancy agreement where prosecutors or shareholders claim that no genuine service was provided.

The Contract Alone May Not Resolve the Issue

Investigators may examine emails, reports, project deliverables, meetings and other evidence showing whether services were actually performed.

Below-Market Transfers of Company Property

Misuse allegations can also involve assets rather than cash. A director might arrange for company-owned property, vehicles or equipment to be sold to themselves or a related person for substantially less than market value.

Valuation Becomes Important

Independent valuations and comparable transactions can help determine whether the company suffered an economic loss.

Company Vehicles

The 2026 legal position deserves particular attention where entrusted property consists of a motor vehicle. The current text of TCK Article 155 includes an additional aggravating provision concerning motor land, sea or air vehicles. Therefore, cases involving unauthorized disposal or misuse of company vehicles require separate examination under the current version of the statute.

Unauthorized Salary and Bonus Payments

A director may increase their own remuneration or pay themselves a substantial bonus without proper corporate authorization.

This Can Create Several Legal Questions

The investigation may need to determine who had authority to determine remuneration, whether the payment was properly approved and whether the director knowingly bypassed corporate governance requirements.

Excessive Salary Is Not Automatically a Crime

Commercial reasonableness, authorization and intent still matter.

Dividend Payments

Shareholders are entitled to distributions only through the applicable corporate procedures.

Taking Money Is Not the Same as Receiving a Dividend

A shareholder should not retrospectively characterize every personal withdrawal as a dividend.

Examine the Corporate Decision

Was there a valid profit distribution decision? Were distributable profits available? How was the transaction recorded?

Personal Debts Paid With Company Money

Using company funds to pay a director’s personal credit card, mortgage, personal loan or unrelated debt can create particularly serious questions.

Follow the Money

The evidence should establish:

Company Account → Personal Creditor → Director’s Personal Debt.

Reimbursement Can Matter but Does Not Automatically Erase the Issue

If the director later returned the money, the timing, circumstances and legal significance of repayment should be examined carefully.

Using Company Funds to Buy Personal Property

Suppose company money is used to purchase an apartment but title is registered personally in the director’s name.

The transaction should be examined closely to determine the commercial explanation, authorization and beneficial ownership.

Company Money Used to Buy Cryptocurrency

Cryptocurrency transactions increasingly appear in corporate-funds investigations.

Cryptocurrency Is Not Automatically Suspicious

A company may have a legitimate explanation for a transaction depending on the applicable regulatory, accounting and factual circumstances.

But Personal Crypto Purchases With Company Money Require Explanation

The relevant chain may be:

Company Bank Account → Crypto Platform → Director’s Personal Account → USDT/BTC → Personal Wallet.

Preserve Blockchain Evidence

Exchange records, wallet addresses and transaction hashes can help establish where the corporate funds ultimately went.

Fake Invoices and Company Fund Diversion

A director may allegedly create or approve invoices from a related company and transfer corporate money for goods or services that were never supplied.

Investigators Should Examine Actual Performance

For goods, evidence may include delivery records, warehouse entries, transportation documents and purchase orders. For services, project files, reports, correspondence and deliverables may become important.

Fraud May Also Become Relevant

Where deceptive conduct is used to obtain an unlawful benefit at the expense of the company or another person, fraud provisions may potentially require examination depending on the circumstances.

Company Executives and Qualified Fraud

Turkish criminal law contains specific provisions concerning fraud committed by merchants, company executives or persons acting on behalf of a company during commercial activities. This means that a case involving deceptive company transactions should not automatically be analyzed solely as breach of trust.

Which Crime Applies?

There is no universal answer. The distinction depends on how possession of the money was obtained, what authority existed, whether deception occurred and how the benefit was obtained.

Private Company Misuse Should Not Automatically Be Called “Embezzlement”

This terminology is often confused. The Turkish offense commonly translated as zimmet primarily concerns public officials. Misuse of private-company property by directors or managers may instead raise questions concerning breach of trust or other offenses depending on the facts.

Criminal Liability of Shareholders

Being a shareholder does not automatically create criminal responsibility for misconduct committed by directors.

Passive Shareholders

A foreign or domestic investor who does not participate in management should not automatically be held responsible merely because they own shares.

Active Shareholders

The situation changes where a shareholder personally directs transactions, controls banking, instructs directors or receives misappropriated funds.

Beneficial Receipt Can Become Important

If corporate money is transferred to a shareholder personally, the reason for the payment should be established.

Criminal Liability of Directors

Directors may face greater scrutiny because they frequently have legal and practical authority over company assets.

Authority Alone Is Still Not Enough

The investigation should identify the director’s individual conduct.

Multiple Directors

A company may have several directors with different responsibilities.

Do Not Treat Them as a Single Group

Director A may control sales, Director B finance and Director C operations. A disputed bank transfer performed by Director B should not automatically be attributed to every registered director.

Banking Authority Is Critical

Obtain bank authorization documents identifying who could execute transactions.

Electronic Authentication

Identify who possessed the relevant telephone, token, electronic signature or authentication mechanism.

Internal Approval Systems

ERP records, email approvals and accounting-system logs can demonstrate who approved a payment.

Accountant Liability

An accountant who technically executes a transaction according to instructions is not necessarily in the same position as the person who decided to divert the money.

Identify the Instruction Chain

Shareholder → Director → Finance Manager → Accountant → Bank Transfer.

Determining where the allegedly unlawful decision originated can be crucial.

What If a Director Claims the Shareholder Ordered the Transfer?

Do not rely solely on conflicting statements.

Look for Objective Evidence

Emails, WhatsApp messages, board records, banking logs and subsequent money movements may establish which explanation is credible.

What If the Shareholder Claims the Director Stole the Money?

Again, objective financial evidence should lead the investigation.

Reconstruct the Corporate Account

A useful analysis is:

Opening Balance → Customer Revenue → Ordinary Business Expenses → Disputed Transfers → Related-Party Payments → Cash Withdrawals → Closing Balance.

Examine the Ultimate Beneficiary

The person who ultimately obtained the economic benefit can be particularly important.

What If Company Funds Were Returned?

Repayment should be documented precisely.

Do Not Assume Repayment Automatically Ends Criminal Proceedings

The legal consequences depend on the offense, procedural stage and circumstances.

Civil and Commercial Claims Can Exist Alongside Criminal Proceedings

A company seeking recovery of diverted money may have private-law remedies independently of the criminal investigation.

Directors May Also Face Corporate Liability

The company may seek compensation where management conduct caused corporate loss under the applicable corporate-law rules.

Removal From Management

Serious allegations concerning misuse of company assets can also lead to disputes concerning removal of directors and corporate control.

Shareholder Litigation

Minority shareholders may challenge transactions, seek information and pursue available corporate remedies depending on the type of company and circumstances.

Criminal Complaint

Where company funds are allegedly deliberately diverted, the company or affected parties may consider whether the facts justify a criminal complaint.

A Criminal Complaint Should Be Evidence-Based

Simply stating “the director stole company money” is rarely enough for a complex corporate case.

Identify Every Disputed Transaction

Prepare:

Date → Amount → Company Account → Recipient → Stated Purpose → Actual Alleged Purpose → Person Authorizing → Supporting Evidence.

Prepare a Beneficiary Analysis

For each transaction identify who ultimately benefited.

Prepare an Authorization Analysis

Identify whether the payment was properly approved.

Prepare a Corporate-Loss Analysis

Calculate the actual financial loss allegedly suffered by the company.

Bank Records Are Usually Central

Complete statements can reveal transfers, withdrawals and payment patterns.

Accounting Records Are Equally Important

The accounting description of each transaction should be compared with the actual bank movement.

Differences Can Be Significant

A transfer recorded as “supplier payment” may have gone to a director’s personal account.

Emails and Messages

Communications can demonstrate why the payment was made and who ordered it.

Company Phones and Computers

Digital devices may contain banking instructions, invoices and internal communications.

Do Not Delete Digital Evidence

Deletion can destroy evidence useful to either the complainant or the defense.

Foreign Directors and Shareholders

International companies can face additional evidentiary challenges because management instructions and banking transactions may cross several jurisdictions.

Foreign Banking Records

Where a disputed payment ultimately moved abroad, records from foreign accounts may become important.

Foreign Corporate Structures

The investigation may need to determine who owns and controls an overseas recipient company.

Intercompany Transfers

Payments between a Turkish subsidiary and foreign parent company should be supported by their genuine legal and commercial basis.

Management Fees

Preserve evidence of actual management services.

Royalties

Preserve the underlying intellectual-property or licensing arrangement.

Loans

Preserve the original loan, repayment terms and banking records.

Dividend Transfers

Preserve the corporate decisions supporting the distribution.

Can Company Bank Accounts Be Frozen?

Depending on the alleged offense and applicable procedural conditions, corporate bank accounts or particular assets can potentially become subject to investigative measures.

Personal Accounts Can Also Become Relevant

Where company funds moved into a director’s or shareholder’s personal account, that account may become relevant to the financial investigation.

Asset Restriction Is Not Final Confiscation

An investigative measure should be distinguished from a final decision concerning ownership or confiscation.

Business Continuity Should Be Documented

If account restrictions prevent salary, tax, supplier or loan payments, preserve evidence of the operational impact.

Do Not Circumvent a Judicial Restriction

Do not redirect funds through another company merely to avoid an existing lawful measure.

What If the Accused Director Is Innocent?

The defense should focus on authority, purpose, knowledge and benefit.

Prove the Commercial Purpose

If the disputed transfer was legitimate, identify the transaction supporting it.

Prove Authorization

Show the relevant corporate approval.

Prove Performance

If money was paid for services or goods, demonstrate what the company actually received.

Prove the Ultimate Destination

If the director did not personally receive the money, trace where it went.

Prove the Accounting Treatment

Contemporaneous accounting can support the commercial explanation.

Do Not Rely Only on Oral Explanations

Corporate financial cases are document-heavy. Objective records usually carry substantial importance.

What Should a Company Do After Discovering Missing Funds?

Preserve evidence immediately, restrict unauthorized account access where legally and operationally appropriate, obtain complete bank statements, preserve accounting data and identify the disputed transactions.

Do Not Allow Records to Be Altered

Accounting and digital systems should be preserved.

Identify Access Rights

Determine who could access bank accounts and financial systems during the relevant period.

Secure Company Devices

Do not destroy or reset computers or phones containing potentially relevant evidence.

First 24 Hours

Identify the amount allegedly missing, preserve bank and accounting records, secure corporate financial systems and identify persons with account access.

First 48 Hours

Reconstruct disputed transactions and identify recipients, authorizations and ultimate beneficiaries.

First 72 Hours

Collect contracts, invoices, board resolutions, shareholder records, electronic communications, corporate policies and supporting evidence for each questioned payment.

2026 Legal Strategy in Misuse of Company Funds Cases

The correct strategy begins by distinguishing a commercial disagreement, unauthorized corporate transaction and potential criminal offense. Each disputed payment should be analyzed individually. The company should identify who had legal and practical authority over the funds, who initiated the transaction, who approved it, how it was recorded and who ultimately benefited. Where the accused person claims that the payment represented salary, dividend, shareholder-loan repayment, expense reimbursement or payment for goods or services, contemporaneous documentation should be examined rather than relying on labels created after the dispute. Where related companies or relatives received funds, the underlying commercial relationship should be verified. Where cryptocurrency was purchased, the banking and blockchain trails should be connected. Where multiple directors exist, criminal responsibility should be individualized according to actual involvement rather than corporate title alone. Where the dispute concerns a private company, the legal characterization should carefully distinguish breach of trust and other potentially applicable offenses from the public-official offense of zimmet. The practical roadmap is therefore: identify the missing or disputed company funds → preserve bank statements → preserve accounting records → identify authorized account users → determine who initiated each payment → determine who approved it → identify the stated commercial purpose → verify the underlying transaction → follow the money → identify the ultimate beneficiary → examine personal and related-party accounts → reconstruct cash withdrawals → examine corporate credit-card expenditures → identify shareholder payments → verify dividends and shareholder loans → analyze related-company transfers → preserve digital communications → trace cryptocurrency where relevant → calculate the company’s actual loss → evaluate criminal and corporate liability separately → preserve evidence for recovery proceedings → prepare any criminal complaint or defense from objective documentary evidence.

Frequently Asked Questions

1. Can a company director go to prison for using company money personally in Turkey?

Potentially, yes. Depending on the facts, unauthorized personal use of corporate assets may give rise to criminal liability, including possible breach-of-trust allegations. The precise offense depends on how the assets were entrusted and used.

2. Is using company money for personal expenses automatically a crime?

No. Each transaction must be evaluated according to its purpose, authorization and circumstances. Some apparently personal expenditures may be legitimate business expenses, while deliberate diversion for personal benefit can present substantially greater risk.

3. Can a shareholder take money from a company they own?

Share ownership does not mean that the shareholder can automatically treat corporate money as personal money. Payments should have an identifiable legal basis, such as a properly authorized dividend, salary, genuine loan repayment or expense reimbursement.

4. Can a 100% shareholder misuse company funds?

Potentially. The company remains legally distinct from its shareholder, so sole ownership does not automatically permit unrestricted personal use of corporate assets.

5. Is misuse of private-company money considered zimmet in Turkey?

Generally, the Turkish Penal Code offense of zimmet concerns public officials. Misuse of private-company property may instead require analysis under breach of trust or another applicable criminal provision depending on the facts.

6. Can a director be responsible if another director transferred the money?

Not automatically. Criminal responsibility should be individualized. Banking authority, approval records, instructions and actual knowledge should be examined.

7. Can the company recover money transferred to a director or shareholder?

Potentially. In addition to any criminal proceedings, civil and corporate-law remedies may be available for recovery of losses depending on the circumstances.

8. What evidence is most important in a company-funds investigation?

Bank statements, accounting records, invoices, contracts, board resolutions, shareholder decisions, internet-banking authorization records, emails, messages and evidence identifying the ultimate beneficiary can be particularly important.

9. What if the director returns the money?

Repayment can be legally relevant, but it should not automatically be assumed to terminate criminal or civil liability. Its consequences depend on the offense and procedural circumstances.

10. Can foreign directors or shareholders face criminal proceedings in Turkey?

Yes. Foreign nationality does not prevent investigation where Turkish criminal jurisdiction exists. However, liability must still be determined according to the individual’s own conduct, knowledge and participation.

Legal Support for Misuse of Company Funds in Turkey

Disputes involving company funds can rapidly develop into simultaneous criminal investigations, shareholder disputes, director-liability claims, asset-recovery proceedings and corporate-control conflicts. The financial evidence should therefore be preserved and analyzed before important procedural steps are taken.

Fırat Fesih Kaya Law Office provides legal assistance to foreign investors, shareholders, directors and companies involved in disputes and criminal investigations concerning misuse of corporate funds in Turkey.

Fırat Fesih Kaya can assist with director and shareholder criminal-liability analysis, breach-of-trust allegations, unauthorized company transfers, personal use of company funds, related-party transactions, corporate bank-account investigations, asset recovery and defense during prosecutor investigations.

Phone: +90 312 434 22 22
Mobile Phone: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No: 221, Yildirim Tower, Balgat, Cankaya / Ankara, Turkey