Learn how foreign shareholders can legally remove a company director in Turkey. Discover shareholder rights, board dismissal procedures, general assembly resolutions, minority protections, director liability, and corporate dispute strategies in this 2026 Updated Legal Guide.

Foreign investors frequently acquire Turkish companies through mergers and acquisitions, joint ventures, private equity investments, or direct share purchases. While acquiring shares gives investors ownership rights, it does not automatically guarantee effective control over the company’s management. Problems often arise when a company director fails to perform their duties properly, acts against the company’s interests, breaches fiduciary obligations, or creates conflicts with shareholders.

Removing a company director in Turkey is governed primarily by the Turkish Commercial Code (TCC). The legal procedure differs depending on whether the company is a Joint Stock Company (Anonim Şirket – A.Ş.) or a Limited Liability Company (Limited Şirket – Ltd. Şti.), as well as the company’s Articles of Association and shareholder structure.

Under Turkish law, members of the board of directors of a joint stock company may generally be removed by a resolution of the general assembly, even if the matter was not included on the meeting agenda where there is justified cause. In addition, the Turkish Commercial Code imposes duties of care and loyalty on directors, and breaches of these duties may expose them to civil liability.

This 2026 Updated Legal Guide explains how foreign shareholders can legally remove company directors in Turkey, the applicable procedures, and the principal legal risks that should be considered.

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Who Is a Company Director?

The term “company director” may refer to different management bodies depending on the company type.

Joint Stock Company (A.Ş.)

Management is exercised by the Board of Directors.

Board members:

• Represent the company.
• Make strategic decisions.
• Approve major transactions.
• Supervise corporate management.
• Owe fiduciary duties to the company.

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Limited Liability Company (Ltd. Şti.)

Management is generally carried out by one or more company managers.

Managers may be:

• Shareholders.
• Foreign nationals.
• Professional managers.
• Third-party appointees.

The removal procedure differs slightly from that applicable to joint stock companies.

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Can Foreign Shareholders Remove a Director?

Yes.

Foreign shareholders generally enjoy the same corporate rights as Turkish shareholders.

However, whether removal is possible depends on:

• Shareholding percentage.
• Voting rights.
• Articles of Association.
• Shareholder agreements.
• Corporate governance structure.
• Applicable provisions of the Turkish Commercial Code.

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Common Reasons for Removing a Director

Directors are commonly removed because of:

• Breach of fiduciary duty.
• Conflict of interest.
• Mismanagement.
• Fraud.
• Financial misconduct.
• Failure to perform duties.
• Regulatory violations.
• Loss of shareholder confidence.
• Criminal investigations.
• Persistent non-performance.

Commercial disagreements alone may not always justify legal claims for damages, although they may support a decision to replace management where the required corporate approvals are obtained.

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Fiduciary Duties Under Turkish Law

Directors owe statutory duties including:

• Duty of care.
• Duty of loyalty.
• Good faith.
• Confidentiality.
• Protection of corporate interests.
• Equal treatment of shareholders where applicable.

Directors must manage the company prudently and in the best interests of the company. Breaches may result in liability toward the company, shareholders, or creditors in appropriate circumstances.

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Removal of Directors in a Joint Stock Company (A.Ş.)

The general rule is that directors are appointed and removed by the General Assembly of Shareholders.

The procedure usually involves:

1. Calling a General Assembly meeting.
2. Meeting procedural requirements for notice.
3. Discussing the removal proposal.
4. Voting.
5. Adopting the required resolution.
6. Appointing a replacement director where necessary.
7. Registering and announcing the change with the Trade Registry if required.

The Articles of Association should always be reviewed because they may contain additional procedural rules that do not conflict with mandatory law.

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Removal of Managers in a Limited Liability Company (Ltd. Şti.)

In limited liability companies, managers are generally removed through a shareholders’ resolution.

The process commonly involves:

• Shareholder meeting.
• Voting.
• Appointment of replacement manager.
• Registration of management changes.

The Articles of Association may regulate voting thresholds and appointment procedures.

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Can Directors Be Removed Without Cause?

In many cases, yes.

For joint stock companies, directors appointed by the General Assembly may generally be removed by a General Assembly resolution, subject to the Turkish Commercial Code and the company’s constitutional documents. However, contractual arrangements—such as service agreements—may give rise to separate compensation issues even where the corporate appointment is lawfully terminated.

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What Happens If the Director Is Also a Shareholder?

Removal as a director does not automatically terminate share ownership.

The individual may continue to hold:

• Voting rights.
• Dividend rights.
• Information rights.
• Minority shareholder rights.

Separate legal procedures may be required if the shareholders also wish to restructure ownership.

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Shareholder Agreements

Foreign investors often negotiate shareholder agreements containing:

• Director appointment rights.
• Director removal rights.
• Reserved matters.
• Veto rights.
• Deadlock procedures.
• Exit rights.
• Tag-along rights.
• Drag-along rights.

The interaction between the shareholder agreement and the Articles of Association should be reviewed carefully before any removal process begins.

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Minority Shareholder Rights

Minority shareholders may have rights relating to:

• Information.
• Inspection.
• General Assembly participation.
• Court remedies.
• Protection against abusive resolutions.

Majority shareholders should ensure that removal decisions comply with Turkish corporate law and do not unlawfully prejudice minority interests.

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Director Liability

Removing a director does not eliminate liability for previous conduct.

Former directors may still be liable for:

• Breach of fiduciary duty.
• Negligent management.
• Unlawful transactions.
• Regulatory violations.
• Financial losses.
• Tax-related misconduct.
• Improper accounting.
• Breach of statutory duties.

Potential claims should be evaluated before settlement agreements are signed.

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Trade Registry Requirements

Following removal, the company should complete all required corporate formalities.

These may include:

• Board resolutions.
• Shareholder resolutions.
• Trade Registry filings.
• Signature authority updates.
• Tax authority notifications where required.
• Bank mandate updates.
• Commercial correspondence updates.

Failure to update official records may create practical and legal complications.

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Employment Issues

Where the director also has an employment or executive service contract, two separate legal relationships may exist:

• Corporate office.
• Employment or service agreement.

Removing the individual from office does not necessarily terminate contractual employment rights.

Separate legal advice should therefore be obtained regarding employment consequences.

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Common Mistakes

Foreign investors frequently:

• Ignore the Articles of Association.
• Overlook shareholder agreements.
• Fail to follow meeting procedures.
• Neglect Trade Registry formalities.
• Confuse director removal with employment termination.
• Ignore minority shareholder protections.
• Delay appointing replacement directors.
• Fail to preserve evidence of misconduct.

These mistakes often lead to avoidable corporate disputes.

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Best Practices

Before removing a director:

• Review the Articles of Association.
• Review shareholder agreements.
• Confirm voting rights.
• Document misconduct where relevant.
• Obtain legal advice.
• Prepare corporate resolutions.
• Coordinate Trade Registry filings.
• Review employment arrangements.
• Preserve company records.
• Protect confidential information.

Proper preparation significantly reduces litigation risk.

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Why Professional Legal Assistance Is Essential

Removing a company director involves:

• Corporate law.
• Commercial law.
• Shareholder rights.
• Directors’ duties.
• Employment law.
• Corporate governance.
• Trade Registry procedures.
• Commercial litigation.

An experienced Turkish corporate lawyer can:

• Review constitutional documents.
• Advise on voting requirements.
• Prepare General Assembly resolutions.
• Draft removal documentation.
• Coordinate Trade Registry registrations.
• Protect shareholder rights.
• Handle director liability claims.
• Resolve corporate disputes efficiently.

Early legal planning is particularly important where foreign investors, minority shareholders, or cross-border corporate structures are involved.

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Frequently Asked Questions

1. Can foreign shareholders remove a company director in Turkey?

Yes. Foreign shareholders generally enjoy the same corporate rights as Turkish shareholders. The applicable procedure depends on the company type, voting structure, Articles of Association, and shareholder agreements.

2. Can a director be removed without proving misconduct?

In many joint stock companies, yes. The General Assembly may generally remove a director through the appropriate corporate resolution, although separate contractual compensation issues may still arise depending on the circumstances.

3. Does removing a director also remove them as a shareholder?

No. Removal from office does not automatically affect share ownership unless a separate legal mechanism transfers or redeems the shares.

4. Can former directors still be sued after removal?

Yes. Removal from office does not eliminate potential liability for previous breaches of duty or unlawful conduct.

5. Are shareholder agreements important?

Yes. Many shareholder agreements regulate director appointment and removal rights, voting arrangements, veto rights, and deadlock mechanisms.

6. Must the Trade Registry be updated?

Yes. Where required by law, changes in directors or managers should be registered and announced through the relevant Trade Registry procedures.

7. What if the director also has an employment contract?

Corporate office and employment status are separate legal relationships. Removing a director does not automatically terminate employment or executive service agreements.

8. Why should foreign shareholders hire a Turkish corporate lawyer?

A Turkish corporate lawyer can ensure that the removal process complies with the Turkish Commercial Code, the Articles of Association, shareholder agreements, Trade Registry requirements, and procedural rules while protecting the interests of both the company and its shareholders.

Legal Support – Contact Our Corporate and Commercial Lawyers

Removing a company director is a significant corporate decision that requires careful planning and strict compliance with Turkish corporate law. Whether the issue involves governance disputes, breaches of fiduciary duty, shareholder conflicts, or management restructuring, obtaining legal advice before taking action can help prevent costly litigation and protect the value of your investment.

Fırat Fesih Kaya and our legal team advise foreign investors, multinational corporations, private equity funds, joint venture partners, family businesses, entrepreneurs, and international shareholders on director removal, shareholder disputes, corporate governance, board restructuring, mergers and acquisitions, commercial litigation, Trade Registry procedures, and all aspects of Turkish corporate law.

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