Is a business partner or director misusing company assets in Turkey? Learn how foreign shareholders can investigate diverted funds, unauthorized asset transfers, director misconduct, hidden transactions and pursue recovery in 2026.

A foreign shareholder investing in a company in Turkey may discover that corporate assets are being used, transferred or disposed of for purposes that do not benefit the company. Money may disappear from corporate bank accounts, company vehicles may be used privately, equipment may be transferred to another business, inventory may be sold without the proceeds reaching the company, or valuable commercial opportunities may be redirected to a company controlled by the local business partner.

For foreign investors, suspected misappropriation of company assets in Turkey can become one of the most serious forms of shareholder dispute because the value of the investment may decline while the person controlling the company continues moving assets elsewhere.

The legal response should not begin with a general accusation that a partner is “stealing the company.” A stronger strategy is to identify each disputed asset, establish who controlled it, determine what transaction occurred, identify the beneficiary and calculate the financial damage caused to the company.

As of 2026, the principal corporate framework continues to include the Turkish Commercial Code No. 6102 and related company and commercial-registry legislation. The Ministry of Trade’s current materials also confirm that joint-stock companies operate principally through the general assembly and board of directors, with the board primarily responsible for management and representation. (https://ticaret.gov.tr)

For foreign shareholders, this means suspected asset misappropriation should normally be investigated from several perspectives simultaneously: corporate governance, management liability, shareholder rights, financial recovery and, where the facts justify it, criminal law.

What Is Misappropriation of Company Assets?

Misappropriation can broadly describe situations in which corporate property is allegedly used, transferred or disposed of contrary to the company’s interests and without a legitimate legal or commercial basis.

The disputed asset does not have to be cash.

Company assets can include real estate, vehicles, machinery, inventory, intellectual property, receivables, customer relationships, digital assets and other economically valuable rights.

The precise legal consequences depend on what happened to the asset and who participated.

Company Property Is Not Shareholder Property

This distinction is fundamental.

A shareholder owns shares in the company. That does not mean the shareholder personally owns each individual asset registered to the company.

For example, a person who owns 60 percent of a company cannot simply take 60 percent of its equipment home.

Likewise, majority ownership does not automatically permit the shareholder to withdraw an equivalent percentage of corporate cash.

Company property and shareholder property must be distinguished.

Can a Director Use Company Assets?

Directors and managers may control company property because they are responsible for conducting corporate business.

However, management authority exists for corporate purposes.

The fact that a director possesses keys to a company vehicle, controls the company’s banking system or can authorize transfers does not necessarily mean that the director can use those assets for unrestricted personal benefit.

The legal analysis should distinguish control over an asset from entitlement to that asset.

Common Examples of Company Asset Misappropriation

A foreign shareholder may encounter several warning signs, including unauthorized withdrawals from company accounts, transfers of equipment to another business, unexplained disappearance of inventory, sale of corporate assets below market value, private use of company property or diversion of customer payments.

Another important scenario occurs when a business partner establishes a separate company and gradually moves employees, customers, equipment and commercial opportunities from the jointly owned company to the new business.

The original company may remain legally alive while its economic value is progressively removed.

Unauthorized Company Bank Transfers

Bank-account transactions are often the easiest place to begin an investigation.

Foreign shareholders should identify payments made to directors, shareholders, relatives and related companies.

Each transaction should then be matched against an invoice, agreement, corporate decision or other legitimate explanation.

A bank transfer is evidence that money moved.

It does not establish why the payment was legitimate.

Company Money Transferred to a Personal Account

A transfer from the company to a director or shareholder deserves immediate examination.

However, the transfer should not automatically be characterized as unlawful.

There may be legitimate reasons such as approved compensation, expense reimbursement or repayment of an existing obligation.

The correct question is:

What was the legal and commercial basis for the payment?

The explanation should then be tested against company documentation.

Company Vehicles Used for Personal Purposes

Corporate vehicles can also become disputed assets.

Limited personal use may sometimes be permitted depending on the company’s arrangements.

The problem becomes more serious where expensive company vehicles are effectively treated as the personal property of a director or shareholder without legitimate corporate authorization.

Ownership records, expenses and company decisions should be examined.

Machinery and Equipment Transferred to Another Company

Imagine a manufacturing company jointly owned by a foreign investor and local shareholder.

The foreign investor discovers that expensive machinery has been moved to another factory controlled by the local partner.

The investigation should determine whether the machinery was sold, leased, loaned or simply transferred without consideration.

If a sale allegedly occurred, the price and destination of the proceeds should be identified.

Company Property Sold Below Market Value

Asset misappropriation does not always involve giving property away.

A company asset worth a substantial amount may be sold to a related person for significantly less than its genuine value.

The foreign shareholder should investigate the buyer’s relationship with management and obtain evidence concerning market value at the relevant time.

The economic substance of the transaction matters.

Real Estate Transferred to a Related Party

Company-owned real estate can represent a major part of corporate value.

Where property is transferred to a director, shareholder, relative or related company, the transaction should receive immediate scrutiny.

Relevant questions include who authorized the transaction, what price was paid, whether the price actually reached the company and whether the buyer had connections with management.

Company Inventory Disappearing

Inventory-heavy businesses can be particularly vulnerable.

Goods may leave warehouses while no corresponding sales revenue appears in the company accounts.

The investor should compare stock records, delivery documentation, invoices and customer payments.

Physical inventory counts can also become valuable evidence.

Intellectual Property Misappropriation

Not all valuable company assets are physical.

A business partner may allegedly transfer trademarks, software, customer databases, designs, domain names or commercially valuable information to another business.

Ownership documentation should be checked immediately.

Digital access credentials should also be secured through lawful corporate procedures where necessary.

Customer Diversion

Customer relationships can represent substantial economic value.

A local partner may begin instructing customers to purchase through another company they control.

The original company loses revenue while the related business benefits from relationships developed using the original company’s resources.

Customer communications, invoices and payment instructions can help establish what occurred.

Business Opportunity Diversion

A similar problem arises when corporate opportunities are redirected.

Suppose a potential customer approaches the jointly owned company regarding a major contract.

A director secretly directs the opportunity to their own company.

The foreign shareholder should preserve communications showing how the opportunity originated and how it was subsequently diverted.

Employees Transferred to a Parallel Company

Employees can also be moved as part of a broader asset-diversion strategy.

A local business partner may establish another company and encourage key personnel to move there while simultaneously transferring customers and business operations.

Employment records, communications and the timing of transfers can become important evidence.

Fake Supplier Transactions

Fictitious supplier payments can extract cash from a company while appearing legitimate in the accounting system.

A company controlled by the local partner may issue invoices for services that were never performed.

The investor should investigate ownership of suppliers, underlying contracts, evidence of actual performance and pricing.

An invoice alone does not establish that a genuine transaction occurred.

Related-Party Transactions

Related-party transactions are not automatically unlawful.

Companies legitimately do business with shareholders, directors and affiliated businesses.

The problem arises where relationships are concealed, transactions lack genuine commercial substance or pricing disadvantages the company for the benefit of insiders.

Transparency is therefore critical.

Can a Majority Shareholder Take Company Assets?

Majority ownership does not convert company property into personal property.

A shareholder controlling the general assembly may possess significant corporate influence, but that influence must still operate within the applicable corporate-law framework.

Foreign minority shareholders should not assume that they have no remedies simply because the local shareholder owns more than 50 percent.

What If Both Shareholders Own 50 Percent?

A 50/50 structure creates different difficulties.

Once trust disappears, the company can become deadlocked.

One shareholder may control operations while neither party possesses enough voting power to resolve major corporate issues easily.

The shareholders’ agreement and articles of association should be reviewed for management, deadlock, transfer and exit mechanisms.

Asset-protection measures should be considered separately from the longer-term partnership dispute.

Director Liability for Misappropriated Assets

Management responsibility requires analysis of individual conduct.

The investigation should establish who approved the disputed transaction, who executed it, who received the asset and whether other directors knew what was happening.

A director’s title alone does not prove liability.

Conversely, acting through the company does not necessarily protect an individual from responsibility for their own unlawful conduct.

Can a Passive Shareholder Be Liable?

Not automatically.

A person who merely owns shares but has no involvement in the disputed transaction should be distinguished from an active shareholder who instructed management, received corporate assets or participated in the alleged scheme.

Each person’s conduct should be analyzed independently.

Foreign Shareholders’ Information Rights

One of the biggest problems in these cases is often access to information.

The local business partner may control accounting, banking and corporate documentation.

Foreign shareholders should formally exercise applicable information and inspection rights rather than relying indefinitely on informal requests.

Turkey’s current corporate framework under Law No. 6102 remains in force in 2026, together with the relevant secondary regulations maintained by the Ministry of Trade. (https://ticaret.gov.tr)

What If Management Refuses to Provide Documents?

Document the refusal.

Do not rely exclusively on verbal requests.

Requests for accounting information, corporate documents and explanations concerning suspicious transactions should be properly recorded.

The availability and scope of judicial remedies will depend on the company type, shareholder position and information sought.

Can a Special Audit Be Requested?

Potentially, where the statutory requirements are satisfied.

A special audit can be particularly useful when shareholders need clarification of specific corporate events or suspicious transactions.

Instead of making a broad allegation that management has misappropriated assets, the investigation can focus on identifiable transactions, such as the sale of machinery to a related company or unexplained payments to an affiliated supplier.

Why Special Audits Matter for Foreign Investors

Foreign shareholders may be geographically removed from daily company operations.

They may receive only financial summaries prepared by management.

A focused investigation can help determine whether the accounting presentation corresponds with the underlying commercial transactions.

This is especially important where management controls both the records and the assets being investigated.

Can an Independent Financial Investigation Be Conducted?

Yes, where access to the relevant records is lawfully available.

Forensic accounting can be extremely useful in high-value disputes.

A financial expert can reconstruct transactions, compare accounting records against bank movements and identify payments involving related parties.

Legal analysis can then determine the significance of those findings.

Create an Asset Register Immediately

Foreign shareholders should identify every important corporate asset.

This may include real estate, vehicles, machinery, inventory, bank accounts, receivables, trademarks, domains, software and major contractual rights.

For each asset, record its ownership, approximate value, current location and whether any recent transaction has affected it.

This creates a baseline against which further losses can be measured.

Create a Transaction Chronology

For each suspicious transaction, record the date, asset, value, recipient, authorizing person, corporate justification and supporting documents.

For example:

Asset: Manufacturing machine
Estimated Value: EUR 300,000
Recipient: Related company
Transaction: Alleged sale
Sale Price: EUR 75,000
Payment Located: Not yet identified
Connection: Receiving company controlled by local shareholder

A structured chronology can transform a complicated shareholder dispute into a much clearer evidentiary case.

Preserve Bank Records

Bank statements should be preserved immediately.

They can reveal whether proceeds from supposedly sold assets actually reached the company.

They can also expose transfers to shareholders, directors and related businesses.

Bank records are particularly useful because they can be compared against management’s accounting explanations.

Preserve Accounting Records

Do not modify suspicious accounting entries.

Preserve the records as they existed when the irregularities were discovered.

Backups can become important where there is concern that information may later be altered or deleted.

Preserve Emails and Messages

Company communications may reveal the actual purpose of transactions.

An invoice might describe a legitimate sale while internal messages indicate a different arrangement.

Original digital records should be preserved wherever possible.

Check Corporate Registry Information

Corporate registry information can help identify management, representation and certain registered corporate changes.

The Ministry of Trade’s 2026 corporate framework continues to recognize the Commercial Registry Regulation alongside the Turkish Commercial Code. (https://ticaret.gov.tr)

Foreign shareholders should compare registered authority against the persons who actually executed disputed transactions.

Can the Business Partner Be Removed From Management?

Potentially, depending on the company type, corporate structure and legal grounds.

Stopping continuing losses can sometimes be more urgent than determining final liability.

Removal from management does not, however, resolve responsibility for earlier transactions.

Past asset movements should still be investigated.

Can Representation Authority Be Restricted?

Potentially, through appropriate corporate procedures where legally available.

If one person can independently sell assets, transfer money and execute agreements, the company’s governance structure may create significant risk.

Any change must be implemented lawfully and consistently with the company’s representation structure.

Can Corporate Bank Access Be Restricted?

Potentially.

Where there is evidence of ongoing unauthorized financial activity, corporate banking authority should be reviewed urgently.

Foreign shareholders should not attempt to solve the problem through unauthorized access to banking credentials.

The company’s lawful representation and banking procedures should be followed.

Can Assets Be Frozen?

Potentially, where the requirements for the relevant protective measure are satisfied.

A shareholder’s allegation alone does not automatically freeze assets.

The appropriate measure depends on the nature of the claim, evidence, urgency and asset concerned.

Where there is a genuine risk that remaining property may disappear, timing can become extremely important.

Can a Criminal Complaint Be Filed?

Potentially, where the evidence supports suspected criminal conduct.

However, not every corporate dispute constitutes a criminal offence.

The complaint should identify specific transactions rather than simply alleging that a partner “stole company assets.”

Dates, assets, recipients, documents and financial movements should be described as precisely as possible.

Misappropriation and Breach of Trust

Where corporate property was lawfully entrusted to a person because of their management or commercial role and was subsequently allegedly used contrary to that purpose, criminal-law analysis concerning misuse of entrusted property may become relevant.

The precise criminal classification depends on the facts.

Legal conclusions should follow the evidence rather than precede it.

Misappropriation and Fraud

Fraud may require different analysis.

Where deliberate deception was used from the outset to obtain company property or investor funds, the legal characterization may differ from a situation in which a manager originally obtained legitimate control and subsequently misused the assets.

This distinction can materially affect the criminal strategy.

Does a Criminal Complaint Recover the Company Assets?

Not automatically.

This is one of the most important points for foreign shareholders.

Criminal proceedings primarily address alleged criminal responsibility.

Recovery of assets or compensation for company losses may require separate corporate, commercial or enforcement measures.

The recovery strategy should therefore be planned from the beginning.

Who Has the Right to Claim Compensation?

This depends on who suffered the legally recognized loss.

If machinery belonging to the company was unlawfully transferred, the immediate economic loss may belong to the company.

A shareholder may suffer indirectly because the value of their shares decreases.

Corporate loss and individual shareholder loss should therefore not automatically be treated as identical.

Can the Asset Itself Be Recovered?

Potentially, depending on the nature of the transaction, current owner, legal basis of the transfer and available remedies.

Recovery of the original asset may sometimes be more valuable than monetary compensation.

This is particularly relevant for unique machinery, intellectual property and strategically important real estate.

What If the Asset Was Sold to a Third Party?

The third party’s position must be examined separately.

The investor should determine when the asset was transferred, what consideration was paid and whether the recipient had any connection with the disputed conduct.

The existence of a subsequent purchaser can make recovery more complex.

What If the Asset Was Transferred to a Relative?

Family relationship alone does not establish wrongdoing.

However, transactions involving relatives deserve careful scrutiny where the consideration appears inadequate or the transaction lacks an obvious commercial purpose.

The recipient’s knowledge and participation must be evaluated individually.

What If Company Assets Were Transferred Abroad?

Cross-border recovery may become necessary.

Identify the destination country, receiving company or individual, transaction documents and any banking records.

Where assets or proceeds have moved across borders, enforcement and international cooperation issues may arise.

What If the Company Is Becoming Insolvent?

Urgency increases significantly.

If valuable assets are being removed while the company accumulates liabilities, eventual recovery can become considerably more difficult.

The investor should assess remaining assets, outstanding creditors and suspicious recent transactions immediately.

Can a Foreign Shareholder Take Action From Abroad?

Potentially.

Foreign investors do not necessarily need to remain physically present throughout every stage of a corporate dispute.

Appropriate representation can allow many investigative and judicial procedures to be pursued while the shareholder remains outside the country.

Foreign shareholders should nevertheless maintain reliable access to company documentation and governance information.

Electronic Participation for Foreign Shareholders

Distance should not necessarily prevent participation in corporate governance.

The Ministry of Trade confirmed in May 2026 that qualifying joint-stock companies may operate electronic general meeting systems under Article 1527 of the Turkish Commercial Code and the relevant secondary legislation. (https://ticaret.gov.tr)

For foreign shareholders, electronic governance tools can help reduce dependence on local partners for information about important corporate decisions.

Do Not Retaliate by Taking Other Company Assets

This is a major mistake.

If a foreign shareholder discovers that a local partner has allegedly taken company property, the investor should not simply take other company assets as compensation.

Corporate assets do not become available for self-help merely because another shareholder allegedly acted unlawfully.

Such conduct could create additional liability.

Do Not Destroy Corporate Records

Preserve everything.

Accounting records, emails, invoices and management decisions may contain evidence both supporting and contradicting the allegation.

Destroying unfavorable material can seriously damage the investor’s legal position.

Do Not Immediately Publicize the Allegations

Public accusations can create additional legal and commercial problems.

Evidence should be secured first.

The company’s customers, employees and suppliers should not be unnecessarily drawn into an internal dispute before a legal strategy has been developed.

What Should Foreign Shareholders Do in the First 24 Hours?

Preserve corporate bank statements, accounting data, asset registers, invoices, contracts and electronic communications. Identify the most valuable company assets and determine whether any further transfers are currently occurring.

Check who possesses management and representation authority.

Document suspicious transactions.

Secure lawful copies of corporate data before access can potentially be restricted.

Do not retaliate or destroy evidence.

What Should Be Done During the First Week?

Prepare a complete asset and transaction map.

Determine what the company owned before the suspected misconduct and what remains.

Identify every recipient of corporate assets.

Investigate related companies and insiders.

Review corporate resolutions and representation authority.

Estimate the preliminary company loss.

Then evaluate corporate proceedings, management-liability claims, protective measures, criminal proceedings and financial recovery strategies together.

How Foreign Investors Can Prevent Asset Misappropriation

Prevention begins with corporate governance.

Foreign shareholders should maintain independent access to financial information, regularly review bank statements, maintain accurate asset registers and require documented approval for significant transactions.

Related-party transactions should receive enhanced scrutiny.

One person should not, where reasonably avoidable, have unrestricted control over banking, accounting, asset sales and financial reporting.

Due Diligence Does Not End After the Investment

Foreign investors often perform extensive due diligence before buying shares and then substantially reduce monitoring after completion.

This creates risk.

Post-investment legal and financial monitoring can be just as important as acquisition due diligence.

Corporate governance should therefore be treated as a continuing investment-protection mechanism.

2026 Legal Perspective for Foreign Shareholders

The Ministry of Trade’s 2026 corporate materials continue to identify the Turkish Commercial Code No. 6102 as the principal corporate statute and recognize the existing framework for company management, shareholder participation and commercial registry matters. (https://ticaret.gov.tr)

Foreign shareholders should therefore treat suspected asset misappropriation not simply as a disagreement between business partners but as a potential combination of corporate governance failure, management misconduct, financial loss and, where supported by evidence, criminal conduct.

Frequently Asked Questions

1. Can a Turkish business partner use company assets for personal purposes?

Share ownership or management authority does not automatically permit unrestricted personal use of corporate property. The purpose and authorization for the transaction must be examined.

2. Can a majority shareholder take company property?

Majority ownership does not automatically convert company assets into the majority shareholder’s personal property.

3. Can a director be personally liable for misappropriating company assets?

Potentially. Liability depends on the director’s conduct, applicable duties, resulting damage and other circumstances.

4. Can foreign shareholders investigate suspicious asset transfers?

Potentially. Shareholder information, inspection and corporate investigation mechanisms may provide important avenues depending on the company type and circumstances.

5. Can a special audit be used?

Potentially, where statutory requirements are satisfied. A focused special audit can be particularly useful for investigating identifiable suspicious transactions.

6. Can a criminal complaint be filed against a business partner?

Potentially, where evidence supports suspected criminal conduct. The complaint should identify specific assets and transactions rather than rely solely on general allegations.

7. Can misappropriated company assets be frozen?

Protective measures may potentially be available where their legal requirements are satisfied. Filing a complaint does not automatically freeze property.

8. Can the company recover assets already transferred?

Potentially. The answer depends on the type of asset, legal basis of the transfer, current holder and available recovery remedies.

9. Can a foreign shareholder pursue the matter without living in Turkey?

Potentially. Many corporate and judicial procedures can be pursued through appropriate legal representation, although personal participation may sometimes be required.

10. What should I do if company assets are being transferred right now?

Preserve evidence immediately, identify remaining assets and transaction recipients, determine who has representation authority and evaluate urgent lawful measures designed to prevent further losses.

Legal Assistance for Foreign Shareholders Facing Misappropriation of Company Assets in Turkey

When a foreign shareholder suspects misappropriation of company assets in Turkey, speed and evidence preservation are critical.

The investigation should establish which assets belonged to the company, who controlled them, how they were transferred, whether genuine consideration was paid, who ultimately benefited and what financial loss the company suffered.

The strongest strategy may require several legal mechanisms rather than a single lawsuit. Corporate information rights, financial investigation, management-liability proceedings, protective measures, criminal complaints where supported by evidence and asset-recovery proceedings may need to be coordinated.

Fırat Fesih Kaya Law Office provides legal assistance to foreign shareholders, international investors and foreign-owned companies concerning misappropriation of company assets, director misconduct, shareholder fraud, unauthorized asset transfers, related-party transactions, diversion of corporate funds, parallel companies, hidden asset sales, criminal complaints and recovery of corporate losses in Turkey.

Legal assistance may include investigating corporate and financial records, tracing transferred assets, examining management authority, preserving evidence, investigating related companies, preparing appropriate criminal complaints, pursuing corporate remedies and coordinating commercial and financial recovery proceedings.

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 company assets are actively being transferred or dissipated, delay can directly reduce the possibility of recovery. Early identification of the remaining assets, preservation of financial evidence and rapid investigation of suspicious recipients can materially strengthen the foreign shareholder’s position.