What can foreign investors do if a Turkish business partner secretly sells company property? Learn how to challenge unauthorized asset sales, protect sale proceeds, investigate related-party transfers and pursue manager liability in Turkey.

A foreign investor who discovers that a Turkish business partner has secretly sold company property should act immediately.

The dispute is not necessarily limited to whether the sale was “authorized.” The investor should determine:

Who legally owned the property?

Who had authority to sell it?

Was corporate approval required?

Who purchased it?

Was the price commercially reasonable?

Where did the sale proceeds go?

Can the property or proceeds still be protected?

The answers can determine whether the appropriate response involves a corporate challenge, interim judicial protection, recovery of sale proceeds, director or manager liability, or—where supported by the facts—a separate criminal-law investigation.

1. Confirm That the Property Actually Belonged to the Company

Begin with ownership.

The asset may be:

• Company real estate;
• Factory premises;
• Land;
• Machinery;
• Vehicles;
• Inventory;
• Intellectual property;
• Shares in another company.

A shareholder does not personally own individual company assets merely because they own shares in the company.

This distinction is fundamental.

2. Obtain the Sale Documents Immediately

Request and preserve:

• Sale agreement;
• Transfer documents;
• Invoice;
• Corporate resolutions;
• Valuation reports;
• Payment evidence;
• Accounting records;
• Related correspondence.

Do not rely only on what the Turkish partner says occurred.

Reconstruct the transaction independently.

3. Determine Who Authorized the Sale

Check:

• Articles of association;
• Board or manager authority;
• Signature powers;
• General assembly resolutions;
• Shareholders’ agreement.

A manager’s general representation authority does not necessarily mean that every disposal of company property is internally permissible.

4. Important Company Assets May Require General Assembly Involvement

For joint stock companies, Article 408 of the Turkish Commercial Code lists the wholesale sale of a significant amount of company assets among the general assembly’s non-transferable powers.

This can become particularly important where the Turkish business partner has attempted to dispose of a substantial part of the company’s economic assets without involving the shareholders.

However, whether a particular transaction falls within this rule depends on its actual characteristics.

5. A 2026 Constitutional Court Decision Makes This Issue Particularly Current

The Constitutional Court considered Article 408/2(f) in a decision dated May 13, 2026 concerning the rule assigning the wholesale sale of a significant amount of company assets to the general assembly.

The underlying proceedings involved a title cancellation and registration dispute, demonstrating how questions concerning corporate authorization can directly intersect with disputes over property transfers.

Accordingly, foreign investors dealing with a major asset sale should not analyze the transaction solely as an ordinary management decision.

6. Determine Whether the Property Was a Major Company Asset

Consider its economic significance.

For example:

Total company assets: TRY 120 million
Factory sold: TRY 75 million

This transaction is fundamentally different from selling an old company vehicle worth TRY 500,000.

Relevant considerations can include:

• Percentage of total assets;
• Importance to operations;
• Contribution to revenue;
• Whether business can continue without it;
• Strategic significance.

7. What If the Company’s Only Factory Was Sold?

This should receive immediate attention.

If the property is indispensable to the company’s business, the sale may effectively transform or disable the enterprise.

Obtain:

• Financial statements;
• Asset valuations;
• Production records;
• Revenue data;
• Property records.

The economic significance of the property should be documented.

8. Check the Sale Price

Compare:

Actual sale price

with

Reasonable market value at the transaction date.

For example:

Estimated market value: TRY 80 million
Sale price: TRY 32 million

A large difference does not automatically establish wrongdoing, but it requires explanation.

9. Obtain an Independent Valuation

Where real estate or another major asset is involved, consider obtaining an independent historical valuation addressing the property’s value around the sale date.

This can become important when calculating company loss.

10. Identify the Buyer

Determine whether the buyer is:

• Independent third party;
• Turkish partner;
• Director;
• Relative;
• Related company;
• Employee;
• Newly incorporated entity.

Related-party transactions require particularly careful investigation.

11. What If the Property Was Sold to the Partner’s Other Company?

Create an ownership map.

For example:

Company A: Foreign investor + Turkish partner

Company B: 100% controlled by Turkish partner

Company A factory → Company B

Then investigate:

• Sale price;
• Payment;
• Valuation;
• Approval;
• Commercial justification;
• Subsequent use of the property.

The relationship between seller management and buyer can be highly relevant.

12. What If the Buyer Is the Partner’s Relative?

Family relationship alone does not invalidate a sale.

However, investigate:

• Price;
• Payment;
• Timing;
• Negotiations;
• Buyer’s financial capacity;
• Subsequent transfer.

A supposedly independent sale may require closer scrutiny where the buyer is closely connected with management.

13. Follow the Sale Proceeds

This is one of the most important steps.

Determine:

Property → buyer → purchase price → receiving bank account → subsequent transfers

Ask:

• Was the full price paid?
• Was it paid to the company?
• Was it paid to the manager personally?
• Was it transferred to another company?
• Was part paid in cash?
• Was the money immediately withdrawn?

Even where reversing the property transaction becomes difficult, protecting identifiable sale proceeds may remain important.

14. What If the Buyer Paid the Turkish Partner Personally?

This should be investigated urgently.

Company property should not ordinarily result in sale proceeds becoming the personal property of a shareholder or manager without a legitimate legal basis.

Preserve:

• Buyer payment records;
• Bank details;
• Contract;
• Receipt;
• Accounting treatment.

15. What If the Purchase Price Never Reached the Company?

Create a payment reconciliation:

Contract price: TRY 50 million
Company received: TRY 20 million
Unexplained balance: TRY 30 million

The missing amount may become central to recovery and management-liability claims.

16. Review the Company’s Accounting Records

Determine how the disposal was recorded.

Check:

• Fixed asset account;
• Sale revenue;
• Gain or loss;
• Receivable;
• Cash/bank account;
• Related-party account.

The accounting record should correspond with the actual transaction.

17. Preserve the Company’s Bank Statements

Obtain statements covering:

• Period before sale;
• Sale date;
• Following weeks;
• Following months.

This can show whether proceeds were immediately transferred elsewhere.

18. Check Whether the Sale Was Concealed From the Foreign Investor

Preserve evidence showing when the investor discovered the transaction.

For example:

• Information requests;
• Emails;
• Board communications;
• Financial reports;
• Management representations.

Concealment may be relevant to the overall assessment of management conduct.

19. Check the Shareholders’ Agreement

A shareholders’ agreement may classify asset disposals as a reserved matter.

For example:

Sale of assets exceeding TRY 5 million requires approval of both shareholders.

A sale completed without that approval may create contractual consequences even where the person signing the transaction possessed external representation authority.

20. Corporate Authority and External Transaction Validity Are Different Questions

This distinction is essential.

A manager may breach internal corporate rules without automatically producing the same legal consequence against every third-party purchaser.

The analysis should therefore separate:

1. Internal authority;
2. External representation;
3. Buyer’s position;
4. Corporate approval;
5. Manager liability.

Do not assume that every unauthorized internal act automatically makes the external sale void.

21. Can the Property Be Recovered?

Potentially, depending on the legal defect and circumstances of the transaction.

Relevant questions include:

• Was the transaction legally valid?
• Was mandatory corporate approval absent?
• Did the buyer know of the problem?
• Was the transaction fictitious?
• Was ownership actually transferred?
• Were registration requirements completed?

The remedy must be tailored to the specific transaction.

22. What If the Property Has Not Yet Been Transferred?

This can materially improve the investor’s position.

If there is evidence that a sale agreement has been signed but ownership transfer is still pending, urgent interim protection may need to be considered.

Speed becomes critical.

23. Consider Interim Judicial Protection

Where there is a concrete risk of an imminent transfer or subsequent resale, appropriate interim judicial measures may be considered under the applicable conditions.

The investor should present specific evidence such as:

• Sale agreement;
• Buyer correspondence;
• Transfer appointment;
• Corporate resolution;
• Evidence of unauthorized conduct.

General suspicion is substantially weaker than transaction-specific evidence.

24. What If the Buyer Is About to Resell the Property?

This can significantly increase complexity.

The investor should urgently determine:

• Current registered owner;
• Proposed second buyer;
• Sale stage;
• Existing restrictions.

Once additional third parties become involved, recovery can become more difficult.

25. Can the Sale Proceeds Be Protected Instead?

Potentially.

Sometimes protecting identifiable proceeds is more commercially realistic than attempting to reverse a completed transaction.

The appropriate remedy depends on:

• Nature of claim;
• Current holder of funds;
• Evidence;
• Urgency;
• Applicable provisional-protection requirements.

26. Consider Precautionary Attachment for Monetary Claims

Where the investor or company has a qualifying monetary claim, precautionary attachment may potentially become relevant.

For example, if a manager received company sale proceeds personally and a repayment or damages claim can be established, protecting recoverable assets may become important before final judgment.

27. Who Should Bring the Claim?

This is critical.

If the property belonged to the company and the company suffered the loss, the primary damage may belong to the company.

The foreign shareholder should not automatically calculate:

Company loss × ownership percentage = personal claim.

Turkish company law distinguishes company damage from direct shareholder damage.

28. Director and Manager Liability May Arise

Article 553 of the Turkish Commercial Code provides that directors, managers and other specified corporate actors may be liable where they culpably breach duties arising from legislation or the articles and cause damage to the company, shareholders or creditors.

An unauthorized disposal causing company loss may therefore require a management-liability analysis.

29. Example of Potential Company Loss

Assume:

Fair property value: TRY 60 million
Sale price: TRY 30 million
Buyer: Company controlled by manager
Amount actually received: TRY 20 million

Potential issues include:

• Whether sale was authorized;
• Why price was below value;
• Missing TRY 10 million of contractual price;
• Relationship with buyer;
• Overall financial loss.

Each component should be separately documented.

30. A Shareholder May Pursue Company Damage Under the Applicable Framework

Turkish company law provides mechanisms through which shareholders may pursue compensation relating to damage suffered by the company, subject to the applicable statutory requirements.

Where the claim concerns company damage, the recovery structure must respect the distinction between company assets and the shareholder’s personal assets.

This issue should be determined before proceedings are filed.

31. Do Not Ignore the Company’s Other Assets

A secret property sale may indicate a wider governance problem.

Immediately check:

• Bank balances;
• Vehicles;
• Machinery;
• Inventory;
• Receivables;
• Subsidiary shares;
• Intellectual property.

Do not investigate only the asset already sold.

32. Review Recent Transactions

Create a 12–24 month transaction history.

Look for:

• Additional asset sales;
• Related-party payments;
• Loans;
• Guarantees;
• Shareholder withdrawals;
• New mortgages;
• New pledges.

One secret sale may be part of a broader pattern.

33. Check Whether the Partner Has Created New Company Debt

A manager may extract value not only by selling property but also by burdening the company with debt.

Review:

• Bank loans;
• Mortgages;
• Guarantees;
• Related-party loans;
• Security interests.

The company’s financial exposure may be larger than the value of the property sold.

34. Can the Business Partner Be Removed From Management?

Potentially, depending on company type, ownership structure and circumstances.

If the same manager retains authority to dispose of additional company assets, the investor should consider whether management or representation authority can be lawfully removed or restricted.

Stopping future transactions may be as important as challenging the completed sale.

35. What If the Foreign Investor Owns 70%?

Majority ownership may provide significant governance power.

However, the investor must still follow:

• Meeting procedures;
• Voting rules;
• Articles;
• Statutory requirements;
• Registration procedures.

Do not respond to an unauthorized transaction with another defective corporate act.

36. What If Ownership Is 50/50?

A 50/50 company creates additional difficulty.

Neither shareholder may be able to resolve management problems internally.

The investor may therefore need to combine:

• Information rights;
• Interim protection;
• Management proceedings;
• Liability claims;
• Deadlock remedies;
• Negotiated or judicial exit mechanisms.

37. What If the Turkish Partner Claims the Sale Was Necessary?

Request evidence.

For example:

• Liquidity crisis;
• Tax debt;
• Bank debt;
• Supplier obligations;
• Independent valuation;
• Alternative offers.

A commercially necessary sale is different from asset diversion.

The question is whether management acted consistently with its duties and applicable corporate procedures.

38. What If the Property Was Sold at Market Value?

Market value does not automatically resolve the issue.

Even a fairly priced sale may still raise questions concerning:

• Authority;
• Required approval;
• Destination of proceeds;
• Conflict of interest;
• Shareholders’ agreement.

Price is only one part of the analysis.

39. What If the Buyer Acted in Good Faith?

The buyer’s legal position can materially affect available remedies.

The investigation should determine:

• What the buyer knew;
• What corporate authority appeared to exist;
• Whether there were warning signs;
• Whether buyer was related to management;
• Whether price was commercially credible.

Do not automatically accuse an independent purchaser of participating in misconduct.

40. What If the Sale Was Fictitious?

A purported sale with no genuine payment or commercial purpose requires a different analysis.

Evidence may include:

• Absence of payment;
• Continued control by seller;
• Related ownership;
• Artificial documentation;
• Immediate retransfers.

The economic reality of the transaction should be established.

41. Can Criminal Proceedings Be Considered?

Potentially, if the evidence indicates conduct that may constitute a criminal offence.

However, an unauthorized corporate transaction does not automatically amount to criminal conduct.

Corporate-law, compensation and criminal-law issues should be analyzed separately.

42. Do Not Use a Criminal Complaint Merely to Pressure the Partner

A strong case should be built around evidence:

Property → authority → sale → buyer → price → payment → company loss

If that evidence also establishes grounds for criminal investigation, the criminal-law route can be assessed independently.

43. Document Operational Damage

The company’s losses may extend beyond the sale price.

For example, selling essential machinery could cause:

• Production interruption;
• Lost contracts;
• Rental expenses;
• Replacement costs;
• Customer claims.

Preserve evidence of these consequences.

44. Do Not Immediately Accept a Buyout Offer

After selling a major company asset, the Turkish partner may offer to purchase the foreign investor’s shares.

Before agreeing, determine:

• Company’s real remaining assets;
• Missing sale proceeds;
• Hidden liabilities;
• Related-party balances;
• Receivables;
• Value before and after disputed transactions.

Otherwise, the investor may sell shares at a value already depressed by the disputed conduct.

45. Consider a Forensic Financial Review

Where substantial assets are involved, review:

Asset register → sale agreement → invoice → buyer payment → bank receipt → accounting → subsequent transfer

This provides a complete transaction trail.

46. Secure Corporate Records Before the Dispute Escalates

Preserve lawful access to:

• General ledger;
• Fixed asset register;
• Contracts;
• Invoices;
• Bank statements;
• Corporate resolutions;
• Tax records;
• Electronic correspondence.

Records may become harder to obtain after litigation begins.

First 48-Hour Action Plan

A foreign investor discovering a secret company-property sale should:

1. Confirm company ownership of the property.
2. Obtain the sale agreement.
3. Determine the transfer date.
4. Identify the buyer.
5. Investigate connections between buyer and business partner.
6. Determine who signed the transaction.
7. Review representation authority.
8. Check whether shareholder or general assembly approval was required.
9. Obtain an independent valuation where necessary.
10. Trace the entire purchase price.
11. Preserve bank statements.
12. Review accounting records.
13. Check whether the property has already been transferred again.
14. Identify other company assets at risk.
15. Consider urgent interim protection.
16. Assess manager or director liability.
17. Determine whether the claim belongs to the company or directly to the shareholder.
18. Evaluate corporate, compensation and—where supported by evidence—criminal remedies.

Frequently Asked Questions

1. Can a Turkish business partner sell company property without telling the foreign shareholder?

It depends on the company’s legal form, management authority, articles, shareholders’ agreement and nature of the asset. A lack of notice alone does not determine validity, but significant asset sales may involve corporate approval requirements.

2. Does the general assembly have to approve the sale of major company assets?

For joint stock companies, Article 408 expressly lists the wholesale sale of a significant amount of company assets among the general assembly’s non-transferable powers.

3. Can the foreign investor recover property already sold?

Potentially, depending on the defect in the transaction, the buyer’s legal position, registration and other circumstances.

4. What if the property was sold to the Turkish partner’s own company?

The relationship, valuation, approval, payment and commercial purpose should be investigated carefully.

5. What if the sale price was far below market value?

An independent historical valuation may help establish whether the company suffered measurable loss.

6. Can the foreign shareholder freeze the sale proceeds?

Potentially, if the requirements for an appropriate provisional measure are satisfied and a legally cognizable claim exists against the relevant person.

7. Can the manager be personally liable?

Potentially. Article 553 establishes a liability framework where directors or managers culpably breach statutory or corporate duties and cause damage.

8. Can the investor personally claim their percentage of the company’s loss?

Not automatically. If the property belonged to the company, the immediate damage may belong to the company rather than directly to the shareholder.

9. Should the investor immediately file a criminal complaint?

Not automatically. The transaction should first be reconstructed. Criminal proceedings may be considered where the evidence supports suspected criminal conduct.

10. What is the most important immediate step?

Determine whether the property has already been legally transferred and where the purchase price went. If the transfer or movement of the proceeds is still ongoing, urgent protective measures may be significantly more effective.

Client-Focused Legal Support for Secret Company Asset Sales in Turkey

A secret sale of company property can rapidly become a broader corporate-control and asset-recovery dispute.

The strongest response usually involves verifying authority, obtaining the transaction documents, determining whether corporate approval was required, investigating the buyer, comparing the sale price with market value and tracing every part of the purchase price.

Where the transaction has caused company loss, management-liability claims may also arise under the Turkish Commercial Code.

If further assets or sale proceeds remain at risk, the investor should also assess whether proportionate interim judicial protection is available rather than waiting for the final resolution of the shareholder dispute.

Fırat Fesih Kaya Law Office assists foreign shareholders, international investors and foreign-owned companies with unauthorized company asset sales, related-party transactions, manager misconduct, corporate-control disputes and recovery of company property or financial losses in Turkey.

Lawyer Fırat Fesih Kaya provides legal assistance in investigating disputed asset sales, tracing proceeds, protecting remaining company assets and coordinating corporate, compensation and appropriate protective proceedings.

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

This article is intended for general information and does not constitute legal advice. The consequences of a company asset sale depend on the company’s legal form, nature and importance of the property, representation authority, required corporate approvals, buyer’s position, payment of the purchase price and specific circumstances of the transaction.