What can a foreign shareholder do if a Turkish business partner withdraws company money, makes personal payments, hides bank transfers or diverts company assets? Learn the 2026 rules on information rights, special audit, director liability, interim measures and recovery claims in Turkey.

A foreign shareholder who discovers that a Turkish business partner, director or manager may be using company money for personal purposes, transferring funds to related companies, making unexplained cash withdrawals, paying personal expenses from the corporate account or diverting company assets should act quickly.

Misuse of company funds can create several different legal issues at the same time. Depending on the circumstances, the conduct may involve a breach of management duties, shareholder abuse, unauthorized related-party transactions, liability for damages, repayment claims and potentially criminal liability.

The first objective should usually be to preserve evidence and stop additional losses before the company’s assets disappear.

Under the Turkish Commercial Code, directors, managers and other responsible persons may be liable where they culpably breach duties arising from law or the company’s constitutional documents and cause damage to the company, shareholders or creditors. The Code also allows individual shareholders, in appropriate circumstances, to seek compensation for losses suffered by the company, although compensation for company loss is generally paid to the company itself.

Foreign shareholders therefore do not have to remain passive merely because their Turkish partner controls the company’s bank account or management.

What Counts as Misuse of Company Funds?

Misuse can take many forms.

Common warning signs include a business partner:

withdrawing large amounts of cash without supporting documents,

transferring company money to their personal account,

using corporate credit cards for private expenses,

paying family members without genuine services,

transferring funds to another company they control,

selling company property below market value,

making unexplained loans to related parties,

paying fictitious invoices,

using company money to purchase personal property,

concealing revenue,

diverting customer payments to another bank account,

or causing the company to pay expenses that have no genuine business purpose.

Not every unusual payment is unlawful. The transaction must be examined together with accounting records, corporate approvals, contracts and the manager’s authority.

Who Owns the Money in a Turkish Company?

Once money belongs to the company, it generally belongs to the company as a separate legal entity, not personally to individual shareholders.

A shareholder who owns 50%, 70% or even 90% of a company cannot simply treat the same percentage of the company’s bank balance as personal money.

For joint stock companies, the Ministry of Trade confirms that shareholders’ liability and rights are distinct from the company’s own assets and liabilities. Limited liability companies likewise operate through their own legal personality, management and corporate assets.

This distinction is critical in shareholder disputes.

A business partner may say:

“I own half the company, so half the money belongs to me.”

That is not a proper legal basis for taking company funds.

Money can generally be distributed to shareholders only through legally recognized mechanisms such as lawful profit distributions, repayment of genuine shareholder loans, approved remuneration or other valid transactions.

First Step: Secure the Evidence

Before confronting the suspected partner, the foreign shareholder should identify and preserve evidence.

Important records may include:

corporate bank statements,

bank transfer details,

accounting ledgers,

general ledger entries,

invoices,

receipts,

credit-card statements,

shareholder loan accounts,

related-company payments,

management resolutions,

general meeting resolutions,

contracts,

email correspondence,

messages,

tax records,

electronic invoices,

and documents showing ownership of assets purchased with company money.

The objective is to reconstruct the flow of funds.

A shareholder should avoid relying only on screenshots or verbal accusations where full banking and accounting records can provide stronger evidence.

Can a Foreign Shareholder Inspect the Company’s Records?

In many situations, yes.

Shareholders have statutory information and inspection rights, although the precise mechanism differs depending on whether the company is a joint stock company or a limited liability company.

The Ministry of Trade confirms that shareholders in joint stock companies have information and inspection rights. Information provided must be accurate and consistent with the principles of accountability and good faith. Where a request is unlawfully refused, left unanswered or postponed, the shareholder may apply to the commercial court of first instance at the company’s registered office.

Therefore, a partner who controls management cannot simply hide all corporate information from the other shareholder.

What If the Business Partner Refuses to Provide Bank Statements?

The refusal itself can be important.

A shareholder should make a clear, documented request identifying the records required and the period concerned.

For example, the request may seek:

bank statements for the previous 24 months,

copies of outgoing transfers above a particular amount,

cash withdrawal records,

payments to related companies,

management remuneration,

shareholder current-account entries,

and invoices corresponding to suspicious transactions.

Where statutory information rights are refused, judicial intervention may be available.

Can the Foreign Shareholder Demand a Special Audit?

Potentially, yes.

The Turkish Commercial Code contains a special audit mechanism designed to investigate specific corporate matters where shareholders need independent examination beyond ordinary information rights.

This can be particularly useful where there are allegations of:

hidden payments,

related-party transactions,

irregular transfers,

accounting manipulation,

or unexplained disappearance of company assets.

A special audit can help establish what occurred before a full liability action is filed.

The availability and procedure depend on the company structure, prior exercise of information rights and applicable statutory conditions.

What If the Foreign Shareholder Is Also a Board Member?

A shareholder who is also a board member may have stronger access rights.

The Ministry of Trade states that a board member may request information concerning the course of company affairs and individual transactions and, where necessary for performance of their duties, may request access to company books and files. If other board members obstruct these rights, the affected board member may apply to the commercial court of first instance at the company’s registered office.

This can be particularly important in a 50–50 company where one director has effectively excluded the other from management.

Can the Foreign Shareholder Call a General Meeting?

Depending on shareholding level and company type, shareholders may have rights to request or initiate general meeting procedures.

A general meeting can be used to address issues such as:

removal of managers,

appointment of new management,

requesting explanations,

reviewing financial statements,

appointing an auditor,

pursuing liability claims,

changing signing authority,

or taking measures to protect company assets.

Foreign shareholders should review the articles of association together with statutory rules before attempting to call a meeting.

Can the Turkish Partner Be Removed From Management?

Potentially, yes.

The method depends on the company type and the person’s legal position.

In a limited liability company, directors are responsible for management and representation. The Ministry of Trade confirms that one or more directors may be appointed and that the general meeting has major corporate decision-making authority.

Where a manager is misusing corporate funds, removal, restriction of authority or judicial intervention may be considered depending on voting rights and the seriousness of the conduct.

For joint stock companies, the board structure and general meeting powers must be examined separately.

What If the Partner Controls More Than 50% of the Shares?

Majority control does not authorize misuse of company property.

A majority shareholder must still respect company law, corporate purpose and the rights of the company and other shareholders.

A shareholder dispute should therefore distinguish between:

a lawful majority decision,

and

an abusive transaction designed to extract private benefit from company assets.

A majority shareholder cannot legalize every transaction merely by voting for it.

What If the Partner Controls the Bank Account Alone?

This is a major practical risk.

The company’s bank mandate and trade registry representation structure should immediately be reviewed.

Possible protective measures may include changing signature authority through valid corporate resolutions, requiring joint signatures or seeking judicial protection where unilateral internal action is impossible.

The Ministry of Trade confirms that restrictions concerning representation authority have specific statutory requirements and that certain limitations must be properly registered and announced to have effect against third parties.

Therefore, simply sending an internal email saying “you may no longer use the account” may not adequately protect the company.

Can the Court Freeze Company or Partner Assets?

Potentially, where the legal conditions for interim protection are satisfied.

Where there is a real risk that money, shares, property or other assets will be transferred before final judgment, an application for interim judicial protection may be considered.

Depending on the claim, this may involve seeking a preliminary injunction or, where a monetary claim satisfies the statutory requirements, a provisional attachment.

These remedies are fact-sensitive and usually require evidence of urgency and legal risk.

They can be particularly important where substantial company funds are disappearing quickly.

Can the Foreign Shareholder Stop a Property Sale?

Potentially.

Suppose the Turkish partner is attempting to sell a company-owned apartment, factory, vehicle or other valuable asset and transfer the proceeds elsewhere.

If there is sufficient evidence of an unlawful transaction and imminent loss, judicial interim protection may be sought before the asset is sold or transferred.

Timing is often decisive.

Once property has been sold to third parties and money has been moved through multiple accounts, recovery can become considerably more difficult.

Can the Shareholder Sue the Director Personally?

Yes, in appropriate circumstances.

Article 553 of the Turkish Commercial Code provides that founders, board members, managers and liquidation officers who culpably breach duties imposed by law or the company’s constitutional documents may be liable for resulting damage to the company, shareholders and creditors.

This provision can form an important basis for claims involving misuse of company funds.

The claimant must still establish issues such as:

the relevant duty,

the unlawful breach,

fault where required,

loss,

and causal connection.

Can an Individual Shareholder Sue for Damage Suffered by the Company?

Potentially.

Article 555 provides that both the company and individual shareholders may seek compensation for damage suffered by the company. Where a shareholder brings such a claim, compensation for the company’s loss is generally requested to be paid to the company.

This is important where the wrongdoer controls the company and prevents the company itself from filing proceedings.

A foreign minority shareholder may therefore still have a procedural route to pursue corporate loss.

What If the Partner Paid Himself Excessive Salary or Bonuses?

Management remuneration should be examined against the company’s articles, general meeting decisions, employment arrangements and corporate approvals.

For joint stock companies, the Ministry of Trade confirms that board members may receive attendance fees, salary, bonuses, premiums and profit shares where the amount is determined by the articles of association or general meeting resolution.

An unexplained transfer labelled “management fee” does not automatically become lawful merely because the recipient is a director.

The corporate authorization supporting the payment should be examined.

What If the Partner Borrowed Money From the Company?

This can raise specific statutory issues.

The Turkish Commercial Code contains restrictions concerning transactions and borrowing involving board members and certain related persons. Article 395 contains restrictions on certain company transactions and cash borrowing involving non-shareholder board members and specified related persons.

However, the exact legal position depends on whether the person is a shareholder, director, employee or related person and on the form of the transaction.

A payment described as a “loan” should therefore be examined rather than accepted at face value.

What If Company Money Was Transferred to Another Company Owned by the Turkish Partner?

This is a classic related-party transaction risk.

The foreign shareholder should determine:

who owns the recipient company,

whether genuine goods or services were provided,

whether an invoice exists,

whether the price reflects market conditions,

who authorized the transaction,

whether there was a conflict of interest,

and whether the company suffered loss.

Where millions of Turkish lira are repeatedly transferred to a related entity without legitimate commercial justification, the transactions may support claims against responsible managers.

What If the Partner Uses Fake or Inflated Invoices?

The foreign shareholder should obtain both the accounting entries and the underlying transaction evidence.

An invoice alone does not prove that a genuine service was provided.

Evidence may include:

delivery records,

purchase orders,

service reports,

email correspondence,

inventory movements,

bank payments,

tax documentation,

and evidence concerning the supplier.

If a supplier is connected with the business partner, the relationship should be documented.

Can the Foreign Shareholder File a Criminal Complaint?

Potentially, depending on the facts.

Misuse of entrusted property or funds may, in certain circumstances, raise issues under criminal law, including breach-of-trust provisions. Official Ministry of Justice materials identify breach of trust under Article 155 of the Turkish Penal Code.

However, not every corporate dispute is a criminal offence.

A disagreement about accounting, salary, profit distribution or management decisions does not automatically establish criminal liability.

The evidence must show conduct meeting the elements of the relevant offence.

Civil and commercial remedies should therefore be analyzed separately from any criminal complaint.

Should the Foreign Shareholder File a Criminal Complaint Immediately?

Not automatically.

The evidence should first be evaluated carefully.

A poorly supported criminal complaint may complicate negotiations and distract from urgent commercial remedies such as freezing assets, obtaining company records or removing management authority.

Where there is clear evidence of intentional diversion of company money, falsification, fraudulent documentation or appropriation of funds, criminal proceedings may become an important part of the strategy.

Can Both Civil and Criminal Proceedings Be Pursued?

Potentially, yes.

The same underlying conduct may create:

corporate liability,

civil compensation claims,

commercial court proceedings,

and criminal-law issues.

Each procedure has a different purpose.

A criminal investigation primarily concerns whether an offence occurred.

A commercial liability action is focused on restoring the company’s losses and establishing civil responsibility.

One should not be substituted blindly for the other.

Can the Foreign Shareholder Recover Money Transferred Abroad?

Potentially, but international recovery can become more difficult.

If company money has been transferred from Turkey to an account abroad, the legal strategy may involve tracing:

the beneficiary,

the bank account,

the purpose of payment,

related corporate entities,

and assets acquired with the funds.

Depending on the destination country, separate foreign proceedings or enforcement steps may eventually be necessary.

Immediate evidence preservation in Turkey remains critical.

What If the Partner Is Selling Shares to Escape Liability?

A share transfer does not necessarily erase liability for earlier misconduct.

Claims arising from conduct while the person acted as director or manager may continue despite a later transfer of shares.

Foreign shareholders should therefore preserve evidence identifying who held management authority when each suspicious transaction occurred.

What If There Is a 50–50 Deadlock?

A 50–50 structure can become particularly difficult where one shareholder controls operational assets and the other cannot obtain cooperation.

Possible strategies may include:

judicial enforcement of information rights,

special audit,

management changes,

interim protection,

liability litigation,

negotiated buyout,

share valuation,

or, in severe cases, remedies aimed at ending an unworkable corporate relationship.

The correct strategy depends heavily on the articles of association and any shareholder agreement.

Can a Shareholder Agreement Help?

Yes.

A shareholder agreement may contain provisions concerning:

joint signatures,

reserved matters,

approval thresholds,

related-party transactions,

financial reporting,

audit rights,

deadlock mechanisms,

share-transfer restrictions,

put and call rights,

and dispute resolution.

However, the agreement must be analyzed together with mandatory company-law rules and the registered corporate structure.

What If the Turkish Partner Deletes Accounting Records?

Evidence destruction should be taken seriously.

The foreign shareholder should preserve all records already available and identify third-party sources of evidence such as:

banks,

accountants,

customers,

suppliers,

tax records,

electronic invoices,

and trade registry records.

A party who controls the company’s physical office does not necessarily control every source of evidence.

Practical Example: Personal Expenses Paid From the Company Account

A Turkish managing shareholder repeatedly uses company funds to pay personal rent, private travel and family expenses.

The foreign shareholder should obtain bank statements, identify the payments, check whether any valid corporate approval or remuneration arrangement exists and calculate the company’s loss.

Depending on the evidence, repayment and management-liability claims may follow.

Practical Example: Money Transferred to a Related Company

A 50% shareholder transfers TRY 10 million from the company’s account to another company owned by a family member and describes the payment as “consultancy.”

No consultancy agreement, report or commercial output exists.

The foreign shareholder may seek disclosure of supporting documents, investigate the recipient relationship, consider a special audit and evaluate interim judicial measures and liability proceedings.

Practical Example: Majority Shareholder Blocks Access to Accounts

A foreign investor owns 40% of a joint stock company while the Turkish partner owns 60% and controls management.

When the foreign shareholder asks for financial records, the request is ignored.

The shareholder may rely on statutory information and inspection rights and, where the request is unlawfully denied or ignored, may apply to the commercial court of first instance at the company’s registered office.

Practical Example: Managing Partner Withdraws Cash Before Litigation

A foreign shareholder learns that the managing partner has withdrawn significant amounts shortly after receiving notice of a shareholder dispute.

Where evidence shows an imminent risk of further asset dissipation, urgent interim remedies should be assessed before waiting for a final judgment.

What Should Foreign Shareholders Do First?

The safest sequence is usually:

preserve evidence → obtain bank and accounting records → identify who had management and signing authority → quantify suspicious transactions → exercise information and inspection rights → assess whether a special audit is needed → consider restricting or removing management authority → seek interim court protection where assets are at risk → pursue repayment and director-liability claims → assess criminal proceedings separately where intentional wrongdoing is supported by evidence.

Speed matters.

In company-fund disputes, a case that begins as a questionable TRY 1 million transfer can become a much larger recovery problem if months pass without intervention.

Frequently Asked Questions

1. Can my Turkish business partner use company money for personal expenses?

Not merely because they are a shareholder. Company assets belong to the company, and directors and managers can face liability for culpable breaches of their legal and corporate duties.

2. Can a foreign shareholder demand access to company financial records?

Yes, statutory information and inspection rights may apply. In joint stock companies, a shareholder whose lawful request is refused, ignored or postponed may apply to the commercial court of first instance in the circumstances provided by law.

3. Can I request an independent investigation of suspicious transactions?

Potentially. The special audit mechanism may be available where its statutory conditions are satisfied.

4. Can I sue the Turkish partner personally?

Potentially, particularly where the person acted as a director or manager and culpably breached duties causing loss. Article 553 of the Turkish Commercial Code regulates management liability.

5. Can a minority shareholder sue if the company itself refuses to act?

Potentially. Article 555 allows an individual shareholder to seek compensation for loss suffered by the company, with compensation generally payable to the company.

6. Can I freeze assets before the case finishes?

Potentially, where the statutory requirements for preliminary judicial protection are satisfied. Urgent measures are especially relevant where assets are being transferred or dissipated.

7. Can I remove the partner from management?

Possibly. The procedure depends on whether the company is a limited liability company or joint stock company, the management structure and voting rights.

8. Can misuse of company funds be a criminal offence?

Potentially. Serious intentional misuse of entrusted money may raise criminal-law issues, including breach of trust, depending on the facts and evidence.

9. What if my partner transfers money to another company they own?

The transaction should be examined for genuine commercial purpose, corporate authorization, market value, conflicts of interest and resulting company loss.

10. Should I confront the partner before collecting evidence?

Usually, evidence preservation should be considered first. Early confrontation can sometimes cause records or assets to disappear.

Legal Assistance for Foreign Shareholders in Turkish Company Disputes

Foreign investors frequently enter Turkish companies based on personal trust and later discover that the local partner controls the bank account, bookkeeping, customers, company seals, accounting records and management authority.

Where suspicious transactions appear, the dispute should be treated as an asset-protection problem from the beginning.

The Turkish Commercial Code provides meaningful remedies concerning shareholder information rights, management liability and recovery of company losses. Directors and managers may face liability where they culpably breach their duties, and individual shareholders may in appropriate circumstances pursue compensation for losses caused to the company.

Firat Fesih Kaya Law Office provides legal assistance to foreign shareholders and international investors in Ankara, Istanbul, Izmir, Mersin, Bursa and throughout Turkey concerning misuse of company funds, unexplained bank transfers, shareholder fraud allegations, related-party transactions, director liability, access to company records, special audits, removal of managers, interim judicial measures, shareholder deadlocks and recovery of diverted corporate assets.

Legal assistance may include investigating corporate bank transactions, reviewing accounting records, identifying related-party transfers, exercising shareholder inspection rights, seeking urgent asset-protection measures, filing management-liability claims and evaluating criminal complaints where the evidence indicates intentional misuse of company assets.

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

The key 2026 principle is straightforward: a Turkish business partner’s status as shareholder or manager does not give them unrestricted ownership of company money. If company assets are being diverted, foreign shareholders should preserve evidence, obtain financial records and consider urgent protective measures before the funds or assets disappear