Can a foreign shareholder request a special audit in Turkey? Learn the legal requirements, shareholder rights, court procedure, evidence, minority protections, and special audit process under the Turkish Commercial Code in this 2026 Updated Legal Guide.

Foreign investors frequently become shareholders in Turkish companies through mergers and acquisitions, joint ventures, private equity investments, venture capital transactions, and direct share purchases. While shareholders generally rely on financial statements and board reports to monitor company performance, situations sometimes arise where serious concerns cannot be resolved through ordinary information requests.

Questions regarding related-party transactions, suspected misuse of company assets, accounting irregularities, undisclosed liabilities, conflicts of interest, improper management decisions, or possible breaches of directors’ duties may require an independent investigation.

The Turkish Commercial Code (TCC) provides shareholders with the right, under certain statutory conditions, to request the appointment of a special auditor (special audit). This mechanism is designed to clarify specific corporate issues rather than conduct a general review of company management. It serves as an important corporate governance tool for minority investors, including foreign shareholders.

This 2026 Updated Legal Guide explains when a foreign shareholder may request a special audit in Turkey, the applicable legal procedure, and the practical considerations involved.

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What Is a Special Audit?

A special audit is a court-authorized investigation into specific corporate matters.

Unlike an independent financial audit, a special audit is not intended to review the entire company.

Instead, it focuses on clearly identified issues such as:

• Particular corporate transactions.
• Directors’ decisions.
• Related-party transactions.
• Asset transfers.
• Accounting irregularities.
• Corporate governance issues.
• Compliance with statutory obligations.

The objective is to clarify disputed facts and protect shareholders’ rights.

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Can Foreign Shareholders Request a Special Audit?

Yes.

Foreign shareholders generally enjoy the same corporate rights as Turkish shareholders under the Turkish Commercial Code.

Nationality does not affect eligibility to seek a special audit.

The relevant factors are:

• Shareholder status.
• Compliance with statutory requirements.
• The nature of the information requested.
• Satisfaction of the procedural conditions established by Turkish law.

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Purpose of a Special Audit

A special audit is intended to:

• Clarify disputed corporate matters.
• Investigate suspected misconduct.
• Verify accounting information.
• Protect shareholder rights.
• Improve corporate transparency.
• Support corporate governance.
• Preserve evidence.
• Assist future legal proceedings where appropriate.

It is an investigative mechanism—not a punishment.

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When Can a Special Audit Be Requested?

A special audit may become appropriate where concerns exist regarding:

• Improper related-party transactions.
• Diversion of company assets.
• Hidden liabilities.
• Accounting irregularities.
• Unlawful management decisions.
• Conflicts of interest.
• Questionable share issuances.
• Misuse of corporate funds.
• Significant undisclosed transactions.
• Suspected breaches of directors’ duties.

The request must relate to specific matters rather than a general dissatisfaction with management.

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Information Request Comes First

Under the Turkish Commercial Code, a shareholder generally must first attempt to obtain the relevant information through the company’s internal corporate mechanisms before requesting a special audit.

This commonly involves:

• Asking questions during the General Assembly.
• Exercising statutory information rights.
• Requesting explanations concerning specific transactions.

If those requests remain unresolved, a special audit may become available under the statutory conditions.

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Role of the General Assembly

The request is ordinarily first presented to the General Assembly.

Shareholders may ask the General Assembly to approve the appointment of a special auditor for clearly identified matters.

If the General Assembly approves the request, the court may appoint the special auditor in accordance with the statutory procedure.

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What If the General Assembly Rejects the Request?

The Turkish Commercial Code also provides a judicial mechanism allowing eligible shareholders to apply to the commercial court under certain circumstances after rejection by the General Assembly.

Whether the application is available depends on the statutory requirements, including the applicable shareholding thresholds or nominal capital requirements prescribed by law.

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What Must the Shareholder Prove?

The requesting shareholder should identify:

• The specific issue requiring investigation.
• Why the information cannot be obtained through ordinary corporate procedures.
• Why clarification is necessary for exercising shareholder rights.

The request should be focused, evidence-based, and proportionate.

General allegations or speculative accusations are usually insufficient.

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What Can the Special Auditor Examine?

Depending on the court’s appointment order, the special auditor may examine matters such as:

• Corporate accounting records.
• Board resolutions.
• Related-party transactions.
• Financial documentation.
• Share transactions.
• Commercial contracts.
• Asset transfers.
• Corporate approvals.
• Compliance with statutory obligations.

The auditor’s authority is limited to the matters specified by the court.

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Court Procedure

The Commercial Court evaluates:

• Whether statutory conditions have been satisfied.
• Whether the request concerns specific issues.
• Whether the requested examination is necessary.
• Whether shareholder rights require protection.

If appropriate, the court appoints the special auditor.

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Special Audit Report

After completing the investigation, the special auditor prepares a report.

Depending on the circumstances, the report may:

• Clarify disputed facts.
• Confirm procedural compliance.
• Identify irregularities.
• Explain accounting issues.
• Support future shareholder actions.
• Assist directors in responding to allegations.

The report itself does not automatically impose liability.

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Can the Report Lead to Litigation?

Yes.

Depending on its findings, the report may support:

• Director liability claims.
• Annulment actions.
• Compensation claims.
• Shareholder disputes.
• Corporate governance reforms.
• Settlement negotiations.

Each subsequent legal claim must satisfy its own legal requirements.

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Confidentiality

Special audits generally involve confidential corporate information.

The investigation should balance:

• Shareholder rights.
• Commercial confidentiality.
• Personal data protection.
• Trade secrets.
• Corporate interests.

Only information necessary for the approved investigation should be examined.

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Common Situations Where Foreign Investors Request Special Audits

Foreign investors frequently seek special audits concerning:

• Suspected diversion of assets.
• Undisclosed liabilities.
• Related-party transactions.
• Excessive executive compensation.
• Unexplained accounting entries.
• Questionable financing arrangements.
• Hidden shareholder agreements.
• Transfer pricing concerns.
• Corporate governance failures.

The special audit mechanism can be particularly valuable where foreign shareholders have limited day-to-day access to company operations.

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Common Mistakes

Shareholders frequently:

• Submit overly broad requests.
• Fail to request information first.
• Ignore General Assembly procedures.
• Provide insufficient evidence.
• Delay seeking legal advice.
• Misunderstand statutory thresholds.
• Seek a general management review instead of focusing on specific issues.

Careful preparation significantly improves the prospects of success.

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Best Practices for Foreign Shareholders

Before requesting a special audit:

• Review the Articles of Association.
• Examine shareholder agreements.
• Preserve relevant evidence.
• Exercise statutory information rights.
• Submit precise written questions.
• Identify specific transactions.
• Obtain independent legal advice.
• Prepare for possible litigation.

A structured legal strategy is often more effective than broad allegations.

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Why Professional Legal Assistance Is Essential

Special audit proceedings require knowledge of:

• Turkish corporate law.
• Minority shareholder rights.
• Commercial litigation.
• Corporate governance.
• Directors’ duties.
• Financial documentation.
• Accounting principles.
• Evidence law.

An experienced Turkish corporate lawyer can:

• Assess whether the statutory conditions are met.
• Prepare the General Assembly request.
• Represent shareholders before the Commercial Court.
• Coordinate with accounting experts.
• Protect confidential business information.
• Pursue follow-up claims where appropriate.
• Develop an effective shareholder protection strategy.

Professional legal guidance is especially important for foreign investors who may have limited access to internal company information.

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Frequently Asked Questions

1. Can foreign shareholders request a special audit in Turkey?

Yes. Foreign shareholders generally have the same statutory rights as Turkish shareholders to seek a special audit, provided the legal requirements of the Turkish Commercial Code are satisfied.

2. What is the purpose of a special audit?

A special audit investigates specific corporate matters that cannot be adequately clarified through ordinary shareholder information rights.

3. Must the shareholder first ask the company for information?

Generally, yes. The Turkish Commercial Code requires shareholders to first attempt to obtain the relevant information through the company’s corporate mechanisms before pursuing a special audit.

4. Can the General Assembly reject the request?

Yes. However, under the conditions specified by the Turkish Commercial Code, eligible shareholders may subsequently apply to the Commercial Court for the appointment of a special auditor.

5. Can a special auditor investigate the entire company?

No. A special audit is limited to specific issues identified in the request and authorized by the court.

6. Does the special audit report automatically establish director liability?

No. The report may provide evidence that supports future legal claims, but liability must still be established through the applicable legal procedures.

7. What kinds of issues justify a special audit?

Typical issues include related-party transactions, suspected misuse of company assets, accounting irregularities, conflicts of interest, and potential breaches of directors’ duties.

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

A Turkish corporate lawyer can assess eligibility, prepare the necessary applications, represent shareholders before the General Assembly and the Commercial Court, coordinate with experts, and develop an effective strategy to protect the shareholder’s investment and corporate rights.

Legal Support – Contact Our Corporate and Commercial Lawyers

A special audit is one of the most effective legal tools available to shareholders who require independent clarification of significant corporate issues. When used appropriately, it can improve transparency, preserve evidence, strengthen corporate governance, and protect shareholder investments.

Fırat Fesih Kaya and our legal team advise foreign investors, multinational corporations, private equity funds, family businesses, joint venture partners, entrepreneurs, and minority shareholders on special audit proceedings, shareholder disputes, corporate governance, directors’ liability, commercial litigation, mergers and acquisitions, 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