Turkish Company Customers Are Told to Pay Another Company: Can a Foreign Shareholder Recover the Lost Revenue? 2026 Updated Guide

Customers of a Turkish company are redirected to another company controlled by a shareholder or manager. Learn how foreign shareholders can investigate diverted revenue, seek injunctions, recover losses and pursue corporate remedies in Turkey.

A serious shareholder dispute can arise when the customers of a Turkish company are instructed to make payments to another company instead of the company that actually generated the business. The recipient may be a newly established company, an affiliated business, a company controlled by another shareholder or manager, or an entity operated by relatives or business partners. For a foreign shareholder, this can result in declining turnover, disappearing receivables, reduced dividends and a substantial fall in the value of the investment.

The key legal question is not simply whether money was transferred between two companies. It is why customers were redirected, who authorized the arrangement, whether the original company was entitled to the revenue and whether directors, managers or controlling shareholders benefited at the company’s expense.

How Does Customer Revenue Diversion Usually Occur?

Revenue diversion can take many forms. Customers may receive new bank details, invoices may suddenly be issued by another company, sales employees may be instructed to use a different entity, contracts may be transferred informally or customers may be told that the business now operates through another company.

Sometimes the foreign shareholder learns about the arrangement only after company turnover suddenly decreases.

First Determine Which Company Earned the Revenue

The fact that money entered another company’s bank account does not by itself determine ownership of the revenue.

The underlying commercial relationship should be reconstructed. Examine which company signed the customer contract, supplied the goods or services, employed the relevant staff, incurred the costs and issued or should have issued the invoice.

Obtain Customer Contracts

Customer contracts can become some of the strongest evidence in the dispute. They may demonstrate that the original Turkish company—not the new recipient company—was legally entitled to payment.

Framework agreements, purchase orders and recurring service arrangements should all be preserved.

Examine the Payment Instructions Sent to Customers

A foreign shareholder should identify exactly who instructed customers to change payment destination.

Preserve emails, letters, messaging records, invoices and bank-information notices. A message stating that future payments should be sent to another company can become important evidence of deliberate diversion.

Who Controlled the Recipient Company?

Investigate the shareholders, managers and authorized representatives of the company receiving the money.

Particular scrutiny may be appropriate where the recipient is controlled by another shareholder, director, manager, spouse, relative or closely connected business associate.

Related-Party Transactions Require Careful Examination

Transactions between affiliated businesses are not automatically unlawful. Groups of companies frequently conduct legitimate transactions with one another.

The important questions are whether there was a genuine commercial basis, whether the terms were reasonable, whether corporate approvals were required and whether the transaction harmed the original company.

Was There a Genuine Business Transfer?

The other side may argue that customers were legitimately transferred because a business line, distribution activity or contract portfolio was moved to another company.

Request the underlying agreement.

If a genuine transfer occurred, there should ordinarily be documentation explaining what was transferred, when, for what consideration and under whose authority.

Check Whether the Company Received Compensation

Even if transferring a customer portfolio was commercially permissible, the original company may have been entitled to consideration.

A valuable revenue-generating customer base should not simply disappear from one company without examining whether value was transferred in return.

Compare Revenue Before and After the Diversion

Accounting analysis can reveal the economic effect.

Compare monthly turnover, customer-specific revenue, gross margins, receivables and bank collections before and after customers began paying the other company.

A sudden decline corresponding with increased revenue at the related entity can be significant evidence.

Bank Records Are Critical

Identify which payments should allegedly have entered the Turkish company’s accounts and where they went instead.

Prepare a customer-by-customer payment schedule containing invoice date, expected amount, actual payment recipient and supporting evidence.

Review the Accounting Records

General ledgers, customer accounts, invoices, receivables and tax records can help determine whether transactions were removed from the original company.

Accounting evidence should be compared with operational evidence rather than analyzed in isolation.

E-Invoice Records Can Be Important

Determine whether the original company previously invoiced the customers and whether invoicing subsequently shifted to the related company.

A systematic change may help establish when the disputed arrangement began.

Preserve Emails and Internal Messages

Management instructions can be crucial.

Search for communications concerning customer migration, new payment accounts, invoice changes, establishment of another company, sales transfers or instructions not to use the original company’s bank account.

Employees May Be Important Witnesses

Sales, accounting and customer-service employees may know who instructed customers to redirect payments.

Potential witnesses should be identified early because staff may leave the company during an escalating shareholder dispute.

Can a Foreign Shareholder Personally Claim the Lost Revenue?

This requires an important distinction.

If the revenue legally belonged to the Turkish company, the direct loss is generally suffered by the company itself. A shareholder’s reduction in share value or dividend expectation is not automatically identical to the company’s claim for diverted receivables.

The appropriate legal mechanism therefore depends on the company type, defendant, nature of the wrongdoing and relief sought.

Company Loss and Shareholder Loss Must Be Separated

Suppose TRY 20 million belonging to the company was diverted.

The shareholder should not automatically characterize their personal claim as their ownership percentage multiplied by TRY 20 million. The company and shareholder are legally distinct.

The litigation strategy should identify who owns each cause of action.

Director or Manager Liability May Arise

Directors and managers are required to perform their duties within the applicable corporate-law framework.

If a manager deliberately diverts profitable business opportunities or company revenue to another entity and thereby damages the company, civil liability issues may arise.

Controlling Shareholder Conduct May Also Be Relevant

A majority shareholder cannot automatically treat company revenue as personal property merely because they control corporate decisions.

Where corporate control is used to transfer value away from the company, minority and foreign shareholder remedies should be evaluated carefully.

Conflict of Interest Should Be Investigated

Was the decision-maker economically connected with the company receiving the revenue?

If so, examine whether the relationship was disclosed and whether applicable corporate procedures were followed.

Unfair Competition Issues May Arise

If another company takes customers, commercial information or business opportunities through improper conduct, unfair competition principles may potentially become relevant depending on the facts.

This can be particularly important where the new entity effectively replicates the original company’s business.

Trade Secrets and Customer Lists Should Be Protected

A related company may obtain customer lists, pricing information, supplier terms or other confidential information belonging to the original business.

Preserve evidence showing how the information was accessed and used.

Can an Injunction Be Requested?

Where customer diversion is continuing, waiting for final judgment may allow further revenue to disappear.

Depending on the facts and legal requirements, interim judicial protection should be evaluated urgently. The requested measure must be carefully tailored to the specific risk and claim.

Evidence Preservation May Be Equally Important

Sometimes the immediate priority is preserving evidence before accounting records, emails or electronic information disappear.

Available judicial evidence-preservation mechanisms should therefore be considered at an early stage.

Bank Account Measures May Be Considered

If there is evidence supporting a monetary claim and a genuine risk that assets will disappear, provisional measures concerning assets may potentially become relevant subject to the applicable statutory conditions.

Such measures are not automatic merely because shareholders are in conflict.

Review Company Bank Authorization

Determine who can instruct banks, make transfers and change account access.

If corporate funds remain at risk, existing authorization structures should be examined immediately.

Check Whether Company Assets Are Also Being Transferred

Revenue diversion may be only one part of a broader value-transfer scheme.

Review vehicles, equipment, inventory, intellectual property, employees, leases and other assets for transfers to related entities.

Look for Payments Without Commercial Explanation

Accounting records may reveal management fees, consulting payments, loans or other transfers to the same related company.

Each transaction should be examined for contractual and commercial basis.

Customer Interviews Can Clarify What Happened

Where legally and commercially appropriate, key customers can confirm when they received new payment instructions, from whom and why.

These communications should be handled carefully so that the shareholder dispute does not unnecessarily damage customer relationships.

Expert Accounting Analysis May Be Necessary

For substantial businesses, a forensic accounting approach may be appropriate.

An expert can reconstruct expected revenue, diverted transactions, related-company movements and the resulting corporate loss.

How Is the Company’s Loss Calculated?

The most straightforward category may be revenue or receivables that legally belonged to the company but were collected elsewhere.

However, gross revenue and recoverable loss are not always identical. Costs that would have been incurred to generate the revenue may need to be considered depending on the claim.

Lost Profits Require Stronger Proof

If the claim concerns customers that would probably have continued purchasing from the company, future lost-profit calculations can become more complex.

Historical purchasing patterns, contracts, order histories and margins can help establish the claim.

Share Value May Also Be Affected

Systematic diversion of customers can substantially reduce the value of a foreign shareholder’s investment.

Whether and how that reduction supports a separate remedy depends on the legal structure of the claim and should be distinguished from the company’s direct loss.

Dividend Rights May Be Affected

If profits are diverted before they reach the company, distributable profit may artificially decline.

The shareholder should examine financial statements, profit distributions and related-party transactions together.

General Assembly Decisions Should Be Reviewed

Determine whether disputed transactions were approved, disclosed or subsequently ratified through corporate resolutions.

The validity and effect of those resolutions may become a separate corporate-law issue.

Shareholder Information Rights Can Be Important

A foreign shareholder who suspects revenue diversion should use available corporate information and inspection rights strategically.

Requests should focus on specific transactions, customers, bank records and related entities rather than broad accusations unsupported by identifiable facts.

What If Management Refuses to Provide Documents?

Document the requests and refusals.

Depending on the company type and circumstances, judicial mechanisms concerning shareholder information rights may need to be considered.

Special Audit Mechanisms May Become Relevant

Where statutory conditions are satisfied, corporate-law mechanisms concerning examination of particular transactions can potentially assist shareholders seeking to understand suspicious related-party conduct.

The suitability of such mechanisms depends on the company’s legal form and procedural history.

Removal of Management May Need to Be Considered

If the person allegedly diverting revenue continues controlling the company, recovering historical losses may not stop future harm.

Corporate remedies concerning management authority, appointment and removal should therefore be assessed alongside compensation claims.

A 50/50 Company Requires a Different Strategy

In an equal-shareholding company, neither shareholder may be able to resolve the problem through ordinary voting control.

Deadlock mechanisms, court intervention, contractual exit rights and broader shareholder-dispute strategies may become particularly important.

Criminal Liability May Also Need Separate Assessment

Certain factual scenarios involving diversion of company money, falsified documents, unauthorized transfers or misuse of corporate assets may potentially raise criminal-law issues.

However, a commercial shareholder dispute should not automatically be characterized as a criminal offense. The specific conduct and evidence must be analyzed separately.

Tax Consequences Should Not Be Ignored

Redirected revenue can also create tax and accounting problems.

The company may have supplied goods or services while another entity recorded the revenue. Accounting and tax records should therefore be reviewed promptly with appropriate professionals.

Foreign Shareholders Should Secure Evidence Before Confrontation

Immediately accusing the other shareholder may cause electronic records, customer communications or financial evidence to become harder to obtain.

Where lawful, preserve accessible corporate documentation and establish an evidence strategy first.

Do Not Access Accounts Without Authorization

A shareholder’s ownership interest does not automatically authorize unrestricted access to another person’s email, device or private bank information.

Evidence should be obtained through lawful corporate or judicial mechanisms.

Review the Shareholders’ Agreement

The agreement may contain provisions on related-party transactions, reserved matters, non-compete obligations, information rights, deadlock, management authority, indemnification and dispute resolution.

These provisions can significantly affect the strategy.

Review the Articles of Association

Corporate governance rights may also arise from the company’s constitutional documents.

Compare them with the actual decision-making process used to redirect the customers.

Arbitration Clauses May Change the Forum

International investment structures frequently contain arbitration provisions in shareholders’ agreements or investment documents.

Before filing litigation, determine whether some claims belong before Turkish courts and others before an arbitral tribunal.

Foreign Investor Status Does Not Automatically Change Corporate Rights

A foreign shareholder generally needs to pursue the remedies available under the applicable corporate, contractual and procedural framework.

The central issue is the legal nature of the investment and alleged misconduct rather than nationality alone.

Immediate Action Plan for a Foreign Shareholder

The shareholder should promptly identify redirected customers, obtain contracts and invoices, preserve payment instructions, compare bank and accounting records, investigate the ownership of the recipient company, quantify diverted revenue, review management authority and corporate resolutions, exercise appropriate information rights, evaluate evidence-preservation measures and determine whether urgent interim protection is required.

At the same time, the shareholder should separate claims belonging to the Turkish company from any genuinely personal shareholder claims.

Frequently Asked Questions

Can another shareholder tell company customers to pay their own company?

Not merely because they are a shareholder. The legal basis for the customer transfer, management authority, contractual arrangements and resulting corporate loss must be examined.

Can the foreign shareholder recover the diverted money personally?

Not automatically. If the money belonged to the Turkish company, the company’s loss and the shareholder’s personal loss must be distinguished.

Can the recipient company also be sued?

Potentially, depending on its role, knowledge, legal basis for receiving the payments and the causes of action supported by the facts.

Can the court stop customers from being redirected?

Interim judicial protection may potentially be available where statutory requirements are satisfied and continuing conduct creates an urgent risk.

What evidence is most important?

Customer contracts, invoices, payment instructions, bank records, accounting entries, corporate resolutions and evidence connecting the recipient company with the persons controlling the original company can be particularly important.

What if the majority shareholder controls all company records?

The foreign shareholder should document information requests and evaluate corporate and judicial mechanisms for obtaining or preserving evidence.

Can lost profits be claimed?

Potentially, but future lost profits generally require persuasive evidence concerning causation and amount.

Can managers be personally liable?

Potentially, where the applicable legal requirements for management liability are established.

Can the case also have criminal consequences?

Certain conduct may potentially raise criminal issues, but criminal liability depends on the specific acts and evidence and should be analyzed separately from the corporate dispute.

What should a foreign shareholder do first?

Reconstruct the money flow. Identify which customers should have paid the Turkish company, who instructed them to pay another entity, where the money actually went and who controlled the recipient. Once that evidence is secured, corporate, compensation and urgent interim remedies can be structured around the actual transactions.

Client-Focused Legal Support for Foreign Shareholder Revenue Diversion Disputes

Fırat Fesih Kaya Law Office assists foreign shareholders and international investors facing customer diversion, related-party transactions, unauthorized transfers, management misconduct, shareholder deadlock and loss of company value in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in reconstructing diverted revenue, preserving corporate and banking evidence, pursuing information and inspection rights, evaluating interim injunctions and asset-protection measures, preparing director or manager liability claims and coordinating corporate, commercial and criminal-law strategies where the facts require them.

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