Has your business partner misused company money or deceived you in Turkey? Learn how foreign shareholders and investors can file a criminal complaint, preserve evidence, investigate company accounts, protect shares and pursue recovery of losses.

Foreign investors establishing or acquiring businesses in Turkey often rely heavily on a local business partner. That partner may control company banking, accounting, customer relationships, suppliers or daily management while the foreign shareholder remains abroad. When that trust is abused, the investor may discover unexplained transfers, hidden debts, false invoices, unauthorized withdrawals, fictitious expenses, concealed revenue or company assets transferred to related persons.

A dispute between shareholders does not automatically constitute a criminal offence. Poor management, commercial disagreement, loss-making decisions and breach of a shareholders’ agreement may remain primarily corporate or contractual matters. The position can be very different, however, where evidence indicates deliberate deception, unauthorized appropriation of company property, falsification of records or intentional diversion of funds.

For a foreign shareholder who suspects business partner fraud in Turkey, the central question should therefore not simply be “Can I report my partner?” The more useful questions are: What happened to the money? Who authorized the transactions? Who benefited? Were company records manipulated? What evidence exists? What urgent steps are necessary to prevent further loss?

Corporate law can provide important parallel remedies. The Ministry of Trade’s current 2026 company guide confirms that shareholders have information and inspection rights and that qualifying shareholders can seek appointment of a special auditor through the courts where the statutory requirements are satisfied. (Ticaret Bakanlığı)

What Is Business Partner Fraud?

Business partner fraud can arise where a shareholder, director, manager or other person deliberately uses deception or abuses control over a company to obtain an unlawful benefit.

Possible scenarios include diverting company revenue into a personal account, creating fictitious supplier invoices, secretly transferring assets to another company, concealing sales, taking company money for personal purposes or inducing a foreign investor to contribute capital through deliberately false information.

The legal characterization depends on exactly what occurred.

A single business dispute may potentially involve criminal, corporate, contractual and compensation issues simultaneously.

Is Every Shareholder Dispute a Criminal Case?

No.

This distinction is critical.

Shareholders regularly disagree about strategy, spending, dividends, management and company valuation. A director may also make a poor commercial decision without committing a crime.

Criminal proceedings should not be used merely as pressure in an ordinary commercial dispute.

Evidence of intentional deception, unlawful appropriation, falsification or another criminally relevant act should be identified before a complaint is prepared.

Common Types of Business Partner Fraud

Foreign shareholders commonly become concerned after discovering suspicious company payments, unauthorized withdrawals, unexplained transfers to related parties, fake expenses, undisclosed company debts, missing inventory, diverted customer payments or transactions with companies controlled by the local partner.

Another serious scenario involves an investor being persuaded to buy shares based on fabricated financial information.

The fraud may therefore occur either before the investment or after the foreign investor becomes a shareholder.

Fraud Before the Foreign Investor Buys Shares

Suppose a foreign investor is told that a company has substantial revenue, valuable assets and no significant debt.

After purchasing 50 percent of the shares, the investor discovers that major customers were fictitious, revenue figures were fabricated and significant liabilities were deliberately concealed.

This may be more than a disappointing investment.

If false information was intentionally used to obtain the purchase price, criminal remedies should be examined alongside contractual and corporate claims.

Fraud After the Investment

The problem can also begin after the foreign investor becomes a shareholder.

For example, a local partner may obtain control over company banking and begin transferring money to personal accounts.

Alternatively, the partner may establish another company and redirect customers, revenue or valuable contracts to the new business.

These circumstances require careful investigation of both financial transactions and management authority.

Can a Business Partner Take Money From the Company?

A shareholder does not automatically own company money personally.

The company has a separate legal identity and its own assets.

The Ministry of Trade confirms that limited-liability and joint-stock companies are capital companies and describes their legal structures under the current corporate framework. (Ticaret Bakanlığı)

Accordingly, a person cannot necessarily justify taking company funds merely by saying, “I own half of the company.”

The legal basis of the payment must be examined.

What If the Partner Transfers Company Money to Their Personal Account?

This is a major warning sign, but the transaction must still be investigated.

There may sometimes be a legitimate explanation, such as reimbursement of documented expenses, repayment of a shareholder loan or an authorized distribution.

If no legitimate basis exists, however, repeated personal transfers may support serious corporate and potentially criminal claims.

The accounting treatment should be compared with the bank records.

Fake Invoice Schemes

False invoices can be used to remove money from a company while making the payments appear legitimate.

For example, a business partner may arrange invoices from a related company for services that were never provided.

The foreign shareholder should investigate who owns the supposed supplier, whether the services actually existed, where the money went and who approved payment.

Invoices alone should not be treated as proof that a genuine transaction occurred.

Payments to Related Companies

Related-party transactions deserve particular attention.

A director may cause the company to purchase services from another business they secretly control.

That does not automatically establish fraud.

But if prices are artificial, services are fictitious or the relationship was intentionally concealed, serious legal issues can arise.

Company ownership records and financial transfers should be examined together.

Hidden Company Revenue

A business partner may divert customer payments away from official company accounts.

For example, customers may be instructed to pay a personal account or another company controlled by the partner.

This can damage both the company and the foreign shareholder.

Customer invoices, bank records and accounting entries should be compared to determine whether company revenue disappeared before reaching the company’s accounts.

Cash Sales Not Recorded in the Accounts

Cash-intensive businesses can create particular risks.

Restaurants, retail businesses, tourism companies and certain service businesses may generate revenue that is difficult for an overseas shareholder to monitor remotely.

A comparison between sales records, inventory, tax records, payment systems and company accounts may reveal discrepancies.

In major cases, forensic accounting assistance can be extremely valuable.

Unauthorized Company Loans

A foreign investor may discover that the company has incurred substantial debt without their knowledge.

Whether this was lawful depends on management authority, corporate documents and the nature of the transaction.

If loan proceeds were subsequently diverted to directors or related companies, the complete transaction should be investigated.

Company Assets Sold Below Market Value

Another warning sign is the transfer of valuable company property to a director, shareholder, relative or related company at an artificially low price.

The transaction should be examined for commercial justification.

The timing, purchaser relationship, valuation and destination of the purchase money may all become important evidence.

Can a Foreign Shareholder File a Criminal Complaint?

Yes.

Foreign nationality does not prevent a shareholder or investor from reporting suspected criminal conduct.

However, the complaint should identify specific transactions rather than merely alleging that the business partner is dishonest.

A well-prepared complaint should explain the corporate structure, management authority, disputed transactions, financial loss and supporting evidence.

What Evidence Is Needed?

Corporate fraud cases are heavily document-driven.

Important evidence can include bank statements, company accounting records, invoices, shareholder agreements, share-transfer documents, general meeting records, management decisions, contracts, emails, messages, tax documentation and correspondence with accountants.

Digital evidence should also be preserved.

If the investor has access to company systems, relevant records should be preserved lawfully before access can be removed.

Bank Statements Are Often Critical

Bank records can reveal the actual movement of money.

The shareholder should identify suspicious transactions and create a chronological schedule showing the date, amount, recipient and stated purpose.

The next question is whether each payment has a genuine corporate basis.

A financial trail is generally much more persuasive than a broad accusation that “my partner stole company money.”

Can the Foreign Shareholder Inspect Company Records?

Shareholder information and inspection rights can become extremely important.

The Ministry of Trade explains that shareholders of joint-stock companies may request information concerning company affairs from the board and information concerning audit activities from auditors. If a request is unanswered, unjustifiably refused or postponed, the shareholder may apply to the competent commercial court under the statutory procedure. (Ticaret Bakanlığı)

These corporate rights can help uncover evidence relevant to both civil and criminal proceedings.

What Is a Special Audit?

A special audit can be particularly valuable where shareholders suspect irregular company transactions.

The Ministry of Trade’s 2026 guide explains that shareholders may request appointment of a special auditor to clarify particular events. If the general meeting rejects the request, shareholders representing at least one-tenth of the capital, or one-twentieth in publicly held companies, may request court appointment within three months, subject to the applicable requirements. (Ticaret Bakanlığı)

This mechanism can sometimes provide an important corporate route for investigating suspicious transactions.

Criminal Complaint or Special Audit?

Potentially both.

They perform different functions.

A criminal complaint seeks investigation of suspected offences.

A special audit is a corporate mechanism designed to clarify particular company matters.

Depending on the facts, evidence obtained through corporate proceedings may become relevant to criminal allegations.

The strategy should therefore be coordinated.

Can the Shareholder Request Company Books?

Access rights depend on company type, the requested information and applicable statutory rules.

The investor should avoid unauthorized removal or destruction of corporate records.

Instead, formal information, inspection and litigation procedures should be used where management refuses access.

This protects both the evidence and the investor’s legal position.

What If the Partner Changes the Accounting Records?

Preserve earlier versions if they are lawfully available.

Bank statements, invoices, tax records, customer communications and third-party documents can also be used to compare what actually happened with what the books later show.

Do not alter records yourself in response.

Preservation is more valuable than retaliation.

What If Documents Are Destroyed?

Tell counsel immediately.

The existence of backups, accounting systems, banking records, email archives and records held by third parties should be investigated.

Destroying one physical document does not necessarily eliminate the financial trail.

Can Emails and Messages Be Evidence?

Potentially.

Messages can establish authorization, knowledge and intent.

For example, a partner may explicitly instruct an accountant to describe a personal payment as a business expense.

Another message may reveal that a related company was secretly controlled by the partner.

Preserve complete conversations wherever possible.

Secret Company Formed by the Business Partner

A foreign shareholder may discover that the local partner established another business conducting essentially the same activity.

The new company may use the original company’s employees, customers, suppliers or intellectual property.

This can create corporate, competition, employment, intellectual-property and potentially criminal issues depending on the conduct involved.

The ownership and management of the competing company should be verified.

Customer Diversion

Evidence that customers were intentionally redirected can include emails, invoices, payment instructions and communications from customers themselves.

The key question is whether business opportunities belonging to the company were deliberately diverted for personal benefit.

Financial loss should be calculated carefully.

Misuse of Company Credit Cards

Personal spending through company cards should be reviewed transaction by transaction.

Not every unusual expense is fraudulent.

But luxury purchases, travel, personal accommodation or unrelated expenses may require explanation.

Receipts and accounting classifications should be examined.

Unauthorized Salary or Management Payments

A controlling partner may substantially increase their own compensation or make undisclosed payments to themselves.

The legality depends on corporate authority and documentation.

General meeting and management decisions should therefore be reviewed alongside bank records.

False Expense Reimbursements

A person may submit fabricated expenses and obtain reimbursement from company funds.

Invoices, travel records and supplier information can help establish whether the underlying expenditure actually occurred.

Repeated patterns may become more significant than an isolated accounting mistake.

Fraudulent Capital Increase

Foreign shareholders should monitor transactions that may dilute their ownership.

Corporate law gives shareholders important rights concerning general meetings, information and participation. The Ministry of Trade’s current guidance also confirms that shareholders can be represented at general meetings, including through representatives who are not themselves shareholders. (Ticaret Bakanlığı)

Where a capital transaction is allegedly manipulated to disadvantage a foreign investor, urgent corporate remedies may be necessary.

Can a Partner Secretly Remove a Foreign Shareholder?

The answer depends on company type and the legal procedure used.

A shareholder should immediately investigate any unexpected change in ownership records.

Corporate registry documents, general meeting resolutions and share-transfer documentation should be obtained.

If signatures or documents are suspected to be false, criminal and corporate remedies may need to proceed simultaneously.

Forged Shareholder Signatures

Suspected forged signatures should be treated seriously.

Preserve original documents whenever available.

Forensic examination may become necessary.

The investor should identify every corporate transaction allegedly completed using the disputed signature.

Fake General Meeting Resolutions

A foreign shareholder living abroad may discover resolutions supposedly adopted at meetings they never attended.

The first questions should be whether the shareholder was properly notified, who attended, what voting rights were exercised and whether any representative purported to act for the shareholder.

Meeting documentation should be obtained quickly.

Can General Meeting Decisions Be Challenged?

Potentially, depending on the company type, decision and applicable deadlines.

This is separate from filing a criminal complaint.

A fraudulent corporate resolution may therefore require an urgent commercial court action even while prosecutors investigate alleged criminal conduct.

Waiting for the criminal case to conclude can cause important corporate deadlines to expire.

Why Foreign Shareholders Should Not Rely Only on Criminal Proceedings

A criminal complaint is not a universal solution.

The foreign investor may simultaneously need to challenge corporate resolutions, protect management rights, seek access to information, request a special audit, pursue compensation or recover company assets.

The Ministry of Trade confirms that the corporate framework continues to be governed principally by the Commercial Code and related registry legislation in 2026. (Ticaret Bakanlığı)

Criminal and corporate remedies should therefore be planned together.

Can Company Bank Accounts Be Protected?

Where there is evidence of ongoing misuse, urgent legal action may be required.

The appropriate remedy depends on the facts and legal proceedings.

The investor should first identify who has banking authority and whether suspicious payments are continuing.

Banking mandates and company signature authority should also be reviewed.

Can the Suspected Partner’s Assets Be Restricted?

Potentially, where the statutory requirements for relevant criminal or civil protective measures are satisfied.

A criminal complaint does not automatically freeze the partner’s personal property.

The requested measure must have a proper legal and evidentiary basis.

High-value cases should therefore include early asset analysis.

Can Company Assets Be Recovered?

Potentially.

If property has been unlawfully transferred from the company, several remedies may need to be considered.

The correct claimant may also matter.

A loss suffered directly by the company is not necessarily identical to a personal loss suffered by the shareholder.

This distinction can affect both litigation strategy and damages calculations.

Company Loss Versus Shareholder Loss

This is an important legal distinction.

Suppose a director unlawfully removes one million from the company’s account.

The immediate financial loss may belong to the company.

The shareholder may suffer an indirect loss because the value of their shares decreases.

Counsel should therefore identify who owns the claim rather than automatically bringing every claim personally in the shareholder’s name.

Can the Foreign Investor Recover Their Original Investment?

Potentially, depending on how the investment was obtained and what remedies are available.

If the investor was fraudulently induced to purchase shares, claims may differ from a case where fraud occurred years after a legitimate investment.

The transaction structure should therefore be reviewed before determining the recovery strategy.

Director Liability

Managers and directors have legal duties toward the company.

Where misconduct causes loss, corporate liability remedies may arise separately from criminal responsibility.

A director can therefore potentially face several proceedings arising from the same conduct.

The criminal question concerns whether the conduct satisfies the elements of an offence; the corporate question concerns duties and financial responsibility.

What If the Fraud Was Committed by an Accountant?

The accountant’s conduct should be examined separately.

A professional who knowingly assists in fabricating records or concealing unauthorized transactions may occupy a different legal position from someone who innocently recorded information supplied by management.

Emails and instructions can become particularly important.

What If the Bank Employee Was Involved?

Any allegation of insider assistance should be supported by evidence.

Bank records may reveal unusual authorization patterns, but suspicion alone should not be presented as fact.

The complaint can request investigation where objective circumstances justify it.

Can Several Foreign Shareholders File Together?

Yes, depending on their respective losses and the circumstances.

A coordinated approach can be useful where several investors were affected by the same conduct.

However, each investor’s ownership, investment and loss should still be documented individually.

What If the Local Partner Owns 51 Percent?

Majority ownership does not provide unlimited authority.

Corporate control must still be exercised within applicable law, company documents and management duties.

Minority shareholders retain statutory rights.

The precise remedies depend on the company structure and percentage ownership.

Minority Shareholder Rights

Minority rights can be particularly important for foreign investors.

The Ministry of Trade’s 2026 guide confirms, for example, that qualifying minority shareholders can seek court appointment of a special auditor where a request has been rejected by the general meeting and statutory conditions are met. (Ticaret Bakanlığı)

Foreign investors should therefore review their shareholding percentage before assuming they have no practical power.

What If the Foreign Investor Owns 50 Percent?

A 50/50 company can create a different problem: deadlock.

Where the relationship collapses, neither shareholder may be able to make important decisions alone.

Fraud allegations can make that deadlock significantly more dangerous.

The shareholders’ agreement, company constitution and management structure should be reviewed immediately.

Business Divorce After Fraud

Sometimes the realistic objective is no longer restoring trust.

The foreign investor may need to exit the partnership, purchase the other shareholder’s interest, sell their own shares or pursue another corporate separation mechanism.

Criminal proceedings should not prevent parallel consideration of an orderly business separation.

Can the Partner Be Removed From Management?

Potentially, depending on the company structure and applicable legal conditions.

Management removal is a corporate remedy distinct from criminal prosecution.

Where continued access creates a risk of further loss, management authority should be reviewed urgently.

Can a Foreign Shareholder Access the Company’s General Meeting Remotely?

Electronic participation may be available depending on the company and system used.

In May 2026, the Ministry of Trade published updated information concerning electronic general meeting systems for joint-stock companies, including the framework allowing qualifying companies to hold meetings through approved electronic systems. (İcti Ticaret)

This can be particularly useful for foreign shareholders living outside Turkey.

Can the Investor File a Complaint From Abroad?

Potentially.

A foreign shareholder does not necessarily need to remain physically in Turkey throughout the proceedings.

Appropriate authorization may allow counsel to pursue significant procedural steps.

However, the investor’s personal statement or participation may sometimes be required.

Should the Investor Confront the Business Partner?

Not before considering evidence preservation.

Confrontation may cause the partner to delete records, transfer money, alter corporate documents or restrict the investor’s access to company systems.

Where fraud is suspected, preserving evidence and understanding the company’s financial position can be more important than immediately announcing intended legal action.

Should the Investor Remove Money From the Company First?

Not without legal authority.

Responding to suspected misconduct by taking company money personally can create a second dispute and potentially expose the foreign shareholder to allegations themselves.

Protective measures should be pursued lawfully.

Should Passwords Be Changed?

Only where the investor or authorized company representative has lawful authority to do so.

Unauthorized interference with company systems can create evidence and governance problems.

Digital preservation should be coordinated carefully.

Should the Investor Contact Customers?

Potentially, but strategically.

Customers may possess valuable evidence concerning diverted payments or false instructions.

However, aggressive communications can damage the company and potentially create additional disputes.

Counsel should determine what information is actually required.

Forensic Accounting in Business Partner Fraud Cases

A forensic accountant can be extremely useful where hundreds or thousands of transactions must be reviewed.

The analysis can identify related-party transfers, unexplained withdrawals, unusual expenses, duplicate invoices and revenue discrepancies.

The resulting financial reconstruction can support criminal complaints and commercial claims.

What Should Be Done in the First 48 Hours?

The foreign shareholder should first preserve available evidence and obtain current corporate and financial records.

Bank statements should be downloaded where lawful access exists.

Accounting data should be preserved.

Corporate ownership and management records should be checked.

Suspicious transactions should be listed chronologically.

Counsel should then determine whether immediate criminal, corporate or protective proceedings are necessary.

What Should Be Done During the First Week?

A structured investigation should begin.

Compare banking records with accounting entries.

Identify related companies.

Review shareholder and management decisions.

Check whether important assets have been transferred.

Examine customer and supplier payments.

Determine whether corporate information or inspection rights should formally be exercised.

Where appropriate, evaluate a special audit request.

What Should You Never Do?

Do not fabricate corporate records.

Do not backdate agreements.

Do not delete accounting information.

Do not threaten the suspected partner.

Do not secretly transfer company assets to yourself.

Do not sign documents you do not understand merely because the other shareholder promises repayment.

And do not wait indefinitely while company assets continue disappearing.

Criminal Complaint Checklist

A strong file may include company registry information, shareholding documents, management authority records, bank statements, accounting records, invoices, contracts, emails, messages, general meeting records and a transaction-by-transaction explanation of the suspected misconduct.

The complaint should separate proven facts from suspicions.

This increases credibility and helps investigators understand a complex corporate dispute.

Frequently Asked Questions

1. Can a foreign shareholder file a criminal complaint against a business partner in Turkey?

Yes. Foreign nationality does not prevent a shareholder from reporting suspected criminal conduct.

2. Is transferring company money to a partner’s personal account automatically a crime?

Not necessarily. The legal basis, authorization and purpose of the transfer must be investigated. Unexplained or unauthorized diversion may create serious legal consequences.

3. Can a foreign shareholder inspect company records?

Depending on the company type and circumstances, shareholders have statutory information and inspection rights. The Ministry of Trade also confirms that judicial remedies may be available where qualifying information requests are improperly refused. (Ticaret Bakanlığı)

4. Can shareholders request a special audit?

Yes, subject to statutory conditions. The Ministry of Trade’s 2026 guide explains the special-audit mechanism and the circumstances in which qualifying shareholders may request court appointment of an auditor. (Ticaret Bakanlığı)

5. Can fake invoices support a criminal complaint?

Potentially. The underlying transaction, supplier relationship, services allegedly provided and destination of the money should be investigated.

6. Can fraudulent general meeting decisions be challenged?

Potentially. Corporate remedies may have separate deadlines and should not necessarily wait for completion of a criminal investigation.

7. Can the business partner’s assets be frozen?

Potentially, where the statutory conditions for an appropriate protective measure are satisfied. Filing a complaint alone does not automatically freeze assets.

8. Can the investor recover money diverted from the company?

Potentially, but it is important to determine whether the legal claim belongs to the company, the shareholder personally or both under different legal theories.

9. Can I pursue the case while living outside Turkey?

Potentially. Legal representation can allow many procedural steps to be handled while the foreign investor remains abroad.

10. Should I file only a criminal complaint?

Not necessarily. Business partner fraud frequently requires coordinated criminal, corporate and financial recovery remedies.

Legal Assistance for Foreign Shareholders Facing Business Partner Fraud in Turkey

Business partner fraud in Turkey can become particularly dangerous for foreign shareholders because the person suspected of misconduct may simultaneously control company accounts, accounting records, management decisions and relationships with customers or suppliers.

A successful strategy therefore requires more than filing a criminal complaint. The investor should determine where company money went, whether accounting records were manipulated, which transactions were authorized, whether related companies received funds, whether corporate decisions should be challenged and what immediate measures can prevent further loss.

Current Ministry of Trade guidance confirms that shareholders have important corporate tools, including information rights and, subject to the statutory requirements, mechanisms for requesting a special audit. (Ticaret Bakanlığı)

Fırat Fesih Kaya Law Office provides legal assistance to foreign shareholders, international investors and company owners concerning business partner fraud, shareholder fraud, misuse of company funds, fake invoices, unauthorized transfers, corporate asset diversion, fraudulent corporate resolutions, shareholder disputes, special audits, criminal complaints and recovery of company losses in Turkey.

Legal assistance may include investigating company and banking records, preserving financial and digital evidence, preparing criminal complaints, exercising shareholder information rights, challenging corporate decisions, coordinating forensic accounting reviews and pursuing appropriate corporate, criminal and compensation remedies.

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

Where a foreign investor suspects that a business partner is actively diverting company assets, speed can materially affect the outcome. Evidence may disappear, accounts may be emptied and assets may be transferred. Early preservation of records and coordinated criminal and corporate action can therefore be essential to protecting both the investment and the company.