What can a foreign shareholder do if a Turkish business partner withdraws company money, makes personal payments or transfers assets to related parties? Learn about bank records, information rights, special audits, injunctions, director liability, asset recovery and criminal complaints in Turkey.

A foreign shareholder who discovers that a Turkish business partner may be withdrawing company money, paying personal expenses from corporate accounts, transferring funds to relatives or related companies, creating fictitious invoices, or moving company assets outside the business should act quickly.

Under Turkish law, company money belongs to the company, not automatically to the shareholders, directors or managers who control its bank accounts.

A shareholder’s access to the bank account, signature authority or management position does not generally give that person unlimited authority to use company assets for personal purposes.

Depending on the company’s structure and the conduct involved, the foreign shareholder may have several remedies under the Turkish Commercial Code No. 6102, the Turkish Code of Obligations, enforcement legislation and, in serious cases, Turkish criminal law.

The appropriate strategy usually has four objectives:

preserve evidence, stop further transfers, establish the amount of the company’s loss, and recover the assets or compensation.

For a foreign investor, the most important mistake is often waiting too long while the local partner continues controlling the company’s accounts and records.

What Counts as Misuse of Company Funds in Turkey?

Misuse can take many forms.

A Turkish shareholder or manager may transfer company money directly into a personal bank account. They may use the company’s credit card to pay private expenses, purchase property with corporate funds, pay relatives for services never performed or make unexplained transfers to another company they control.

Other cases are less obvious.

A partner may arrange transactions with a related company at artificially low prices, sell company assets below market value, create fictitious debts, pay excessive management fees, withdraw money under misleading accounting descriptions or divert customers and revenue into another business.

The key question is usually whether the transaction served a legitimate company purpose or improperly benefited the partner or another person at the company’s expense.

Does Owning Shares Give a Partner the Right to Withdraw Company Money?

No.

This is a fundamental principle foreign investors should understand.

A person owning 30%, 50% or even a majority of a Turkish company does not simply own the corresponding percentage of every lira in the company’s bank account.

The company is a separate legal entity.

Company assets must therefore be used according to the company’s legal and commercial purposes, corporate resolutions and applicable Turkish law.

Profits can be distributed to shareholders through lawful mechanisms, but a shareholder cannot generally treat the company’s bank account as a personal account.

What Should the Foreign Shareholder Do First?

The first priority should usually be evidence preservation.

Before confronting the suspected partner, the foreign shareholder should determine what evidence already exists and what evidence could disappear.

Relevant evidence can include bank statements, accounting ledgers, invoices, expense records, payment instructions, board and shareholder resolutions, general ledger entries, contracts with related parties, emails, WhatsApp communications, tax records and documents showing beneficial ownership of recipient companies.

The objective is to reconstruct the movement of money.

A confrontation made too early can sometimes result in documents being removed, accounting descriptions being changed or additional funds being transferred.

Can a Foreign Shareholder Inspect the Company’s Accounts?

Yes, Turkish company law provides important information and inspection rights, although the precise mechanism depends on whether the company is a limited liability company or a joint-stock company.

For a Turkish limited liability company, Article 614 of the Turkish Commercial Code gives every shareholder the right to request information from managers concerning all company affairs and accounts and to conduct examinations concerning specific matters. If management improperly prevents access, judicial intervention may be available.

This right can be extremely important where the foreign shareholder suspects financial misconduct.

What Can the Foreign Shareholder Ask to See?

The request should usually be specific enough to expose the suspected transactions.

For example, the shareholder may seek accounting information relating to particular transfers, payments to related parties, management expenses, shareholder current accounts, loans, asset sales or unusual cash withdrawals.

Rather than merely asking, “Where did the money go?”, it is often more effective to identify particular transactions, dates, counterparties and accounting categories.

If management refuses to provide the information, that refusal itself may become relevant in subsequent corporate proceedings.

What Information Rights Exist in a Turkish Joint-Stock Company?

Shareholders of a Turkish joint-stock company also have statutory information and inspection rights.

Article 437 of the Turkish Commercial Code provides access to important financial information and allows shareholders to request information from the board concerning company affairs at the general assembly.

The right cannot simply be eliminated through the articles of association or an internal corporate decision. Where information is improperly refused, judicial remedies are available.

This means that controlling shareholders cannot automatically silence a minority foreign investor merely because they control the board.

Can the Foreign Shareholder Demand a Special Audit?

Potentially, yes.

A special audit can be particularly useful where there are suspicious transactions but the foreign shareholder cannot determine exactly what happened from the documents voluntarily provided by management.

Under Article 438 of the Turkish Commercial Code, a shareholder who has previously exercised the relevant information or inspection rights may request that specific matters be clarified through a special audit where this is necessary for exercising shareholder rights.

For example, a special audit may become relevant where millions of Turkish lira have been transferred to companies connected with the majority shareholder without a clear commercial explanation.

What If the Majority Shareholder Rejects the Special Audit?

Rejection at the general assembly does not necessarily end the matter.

Depending on the company type, shareholding threshold and circumstances, qualifying shareholders may apply to the competent commercial court requesting appointment of a special auditor.

The evidence supporting the application becomes particularly important.

Bank transfers, unusual accounting entries, related-party transactions and refusal to provide explanations can help demonstrate why independent investigation is necessary.

Can Company Bank Records Be Obtained Through Court Proceedings?

Potentially, yes.

Where litigation has been commenced and the relevant banking information is necessary to resolve the dispute, the court may obtain evidence that the shareholder cannot independently access.

This can be especially important where the suspected manager controls online banking and refuses to provide complete statements.

Bank records can reveal not only the amount transferred but also the recipient, transfer dates, transaction descriptions and patterns of movement.

The investigation should not necessarily stop at the first recipient account.

What If the Money Was Transferred to the Partner’s Relative?

That does not automatically protect the transaction.

Suppose the Turkish partner transfers company money to a spouse, sibling or close relative without any legitimate underlying transaction.

The relationship between the parties, payment amount, commercial justification, contracts, invoices and subsequent movement of the funds can all become relevant.

If the transaction was designed to remove assets from the company, recovery measures may potentially extend beyond the original manager depending on the legal basis and evidence.

What If the Money Was Sent to Another Company Controlled by the Partner?

Related-party transfers deserve particularly close examination.

For example, suppose the foreign investor owns 40% of Company A while the Turkish partner owns 60%.

The Turkish partner also secretly controls Company B.

Company A begins paying Company B large “consultancy fees”, despite Company B providing little or no identifiable service.

The question is not merely whether an invoice exists.

The investigation should determine whether the service was genuine, whether the price was commercially reasonable, who ultimately benefited and whether the transaction harmed Company A.

Can an Invoice Make an Improper Payment Legal?

No.

An invoice is evidence of a purported commercial transaction; it does not automatically establish that the underlying transaction was genuine.

If a shareholder suspects fictitious invoicing, the investigation should compare invoices with contracts, deliverables, correspondence, employee records, payment flows and actual services.

A formally issued invoice can still relate to a transaction that is sham, inflated or contrary to the company’s interests.

What About Personal Expenses Paid With the Company Credit Card?

These transactions should also be examined.

Typical examples include luxury travel unrelated to company business, personal shopping, family expenses, private accommodation or purchases unrelated to corporate operations.

Some expenditure may legitimately constitute management expenses.

Therefore, classification depends on the facts.

The crucial question is whether there is a genuine business purpose and whether the expenditure was authorized and properly recorded.

Can the Foreign Shareholder Stop Further Transfers?

Potentially.

If there is a serious and immediate risk that additional company assets will disappear, waiting for a final judgment may make eventual recovery meaningless.

Depending on the circumstances, interim measures can therefore become one of the most important parts of the case.

A court may be asked to protect disputed rights or assets where the statutory requirements for interim relief are satisfied.

The exact request must be carefully designed around the threatened harm.

Can a Court Freeze the Partner’s Bank Account?

Potentially, but not merely because one shareholder alleges wrongdoing.

The applicant must establish the legal requirements for the particular interim measure requested.

The court will consider the nature of the claim, available preliminary evidence and risk that enforcement of a future judgment could become difficult or impossible.

A request targeting specific assets and supported by documented suspicious transfers will ordinarily be stronger than an unsupported request to freeze everything belonging to the opposing shareholder.

Can Company Assets Be Protected?

Yes, where the circumstances justify judicial intervention.

For example, if a partner is attempting to sell company real estate, transfer vehicles, dispose of machinery or move valuable assets to a related company, urgent measures may need to be considered.

The appropriate remedy depends on who legally owns the asset and what claim is being pursued.

This distinction matters because company property and the partner’s personal property are not the same thing.

Can the Partner’s Signature Authority Be Removed?

Potentially.

Where the person misusing company funds is also a manager or authorized signatory, preventing further financial damage may require changes to management or representation authority.

The procedure depends heavily on whether the business is a limited liability company or joint-stock company, the articles of association, shareholding structure and existing corporate resolutions.

In serious disputes, removal from management may become one of the central remedies.

What If the Foreign Investor Owns Only 50%?

A 50/50 company can create particular difficulties.

Neither shareholder may have enough voting power to remove the other or approve important corporate actions.

Meanwhile, one shareholder may control the company’s bank accounts and daily management.

This can create a corporate deadlock alongside the financial misconduct dispute.

The solution may therefore require more than a simple repayment claim. Management authority, corporate governance, interim protection and potentially judicial dissolution or exit mechanisms may need to be considered together.

What If the Foreign Shareholder Is a Minority Investor?

Minority ownership does not mean the investor has no protection.

The Turkish Commercial Code provides individual shareholder rights as well as specific minority rights.

Information and inspection rights can be particularly important because they are not dependent solely on controlling the shareholder vote. For limited companies, Article 614 expressly gives each shareholder rights concerning company affairs and accounts.

For joint-stock companies, statutory information rights and special-audit mechanisms can similarly provide tools for investigating management conduct.

Can the Foreign Shareholder Sue the Director or Manager?

Potentially, yes.

Directors and managers can face civil liability where they breach duties imposed by law or the company’s constitutional documents and cause damage.

One important remedy under Turkish company law allows recovery of losses suffered by the company itself.

Article 555 provides that both the company and individual shareholders can seek compensation for loss suffered by the company, although a shareholder pursuing the company’s loss requests that the compensation be paid to the company rather than personally to the shareholder. (MONA HUKUK)

This distinction is crucial.

Why Is the Difference Between Company Loss and Shareholder Loss Important?

Suppose a director improperly transfers 10 million TL from the company to their personal account.

The immediate loss is generally suffered by the company.

The foreign shareholder may economically suffer because the value of their shares decreases, but that does not necessarily mean the shareholder can simply demand 40% of the missing 10 million TL as personal compensation.

The appropriate action may instead seek restoration of the money to the company.

By contrast, where the shareholder has suffered a separate and direct personal loss, the analysis can be different.

Correctly characterizing the damage is therefore essential when drafting the claim.

Can a Shareholder Bring a Claim Even If the Board Refuses?

Potentially, yes.

This is precisely why shareholder remedies for company losses are important.

Article 555 recognizes that each shareholder can pursue compensation for damage suffered by the company, with recovery being directed to the company. (MONA HUKUK)

This can prevent wrongdoers who control corporate decision-making from completely blocking recovery proceedings.

For a foreign minority investor, this can be a powerful mechanism.

Can the Turkish Partner Be Personally Liable?

Potentially.

Limited liability does not mean that managers or shareholders have immunity for their own wrongful conduct.

A shareholder’s ordinary liability for company debts should be distinguished from personal liability arising from the person’s own misconduct.

For limited liability companies, shareholders generally are not personally liable for ordinary company debts merely because they own shares. (BerkerBerker)

But that principle does not provide a blanket defense against liability for unlawful personal conduct.

What Duties Do Limited Company Shareholders Have?

The Turkish Commercial Code imposes loyalty-related obligations on limited company shareholders.

Article 613 provides, among other things, that shareholders must protect company secrets and must not engage in conduct damaging the company’s interests. It specifically addresses conduct providing the shareholder with a special benefit while harming the company’s purpose.

Accordingly, a partner diverting company opportunities or assets for personal benefit may face more than an ordinary contractual dispute.

What If the Partner Uses Company Money to Fund a Competing Business?

This can create multiple potential claims.

The conduct may involve misuse of corporate assets, breach of loyalty obligations, unfair competition issues and management liability.

Evidence should be gathered showing the connection between the company’s money and the competing operation.

Bank transfers alone may not tell the entire story.

Corporate ownership records, invoices, customers, employees, IP rights and business communications may demonstrate that the partner has effectively diverted the company’s resources into another enterprise.

What If the Partner Sells Company Assets Below Market Value?

A below-market transaction with a related person should be carefully investigated.

The key evidence may include independent valuations, comparable market transactions, accounting records and evidence concerning the relationship between the buyer and controlling shareholder.

If an asset worth substantially more was deliberately sold cheaply to a related party, the case may involve both the validity of the transaction and liability for the resulting loss.

Urgent action becomes especially important if the asset is likely to be transferred again.

Can a General Assembly Decision Be Challenged?

Potentially.

Some misuse schemes are implemented through shareholder or general assembly resolutions.

A controlling shareholder may attempt to approve excessive payments, related-party transactions, questionable distributions or other actions through voting power.

Where a general assembly resolution violates the law, articles of association or applicable principles governing corporate conduct, annulment or other challenges may be available depending on the defect.

Strict procedural deadlines can apply.

The foreign shareholder should therefore preserve the meeting notice, minutes, voting records and any dissent recorded at the meeting.

Should the Foreign Shareholder Record Their Objection?

Where appropriate, yes.

If the questionable transaction is discussed at a general assembly, formally documenting opposition can become important.

A foreign shareholder should avoid creating the impression that suspicious transactions were knowingly accepted.

The exact form of objection depends on the meeting and remedy contemplated.

This is particularly important where a later challenge to the resolution may depend on procedural requirements.

Can the Company’s Accounting Records Be Independently Examined?

Yes, and in serious disputes a forensic financial review can be extremely valuable.

The purpose is to trace transactions rather than merely review annual financial statements.

A forensic analysis may examine shareholder current accounts, related-party payments, unusual cash transactions, management expenses, loans, receivables, inventory movements and transactions occurring shortly before or after suspicious transfers.

Patterns often reveal more than individual payments.

For example, 50 relatively small transfers to related parties can represent a much larger diversion scheme than one obvious withdrawal.

Can Deleted Digital Evidence Be Relevant?

Yes.

Corporate disputes increasingly depend on digital evidence.

Emails, WhatsApp conversations, accounting-system logs, electronic invoices, online banking records and internal approval messages may help establish why a payment was made and who authorized it.

Evidence preservation should be lawful.

Foreign investors should avoid unauthorized access to private accounts or devices simply because they suspect misconduct.

Obtaining evidence unlawfully can create separate problems and weaken the litigation strategy.

Can a Criminal Complaint Be Filed?

Potentially.

Not every shareholder dispute is a criminal case.

A disagreement over whether an expenditure was commercially sensible should not automatically be characterized as a crime.

However, deliberate appropriation or diversion of assets entrusted to a manager may, depending on the facts, raise issues under Turkish criminal law, including potential breach of trust or other property-related offences.

Forgery, fictitious documents or fraudulent conduct may create additional criminal-law issues.

The precise offence depends on the evidence.

Should the Foreign Shareholder File a Criminal Complaint Immediately?

Not necessarily in every case.

A criminal complaint should be based on facts indicating potentially criminal conduct, not used merely as pressure in a commercial disagreement.

The evidence should therefore be assessed first.

Where there is clear evidence that corporate funds were intentionally diverted for personal benefit, criminal proceedings may become part of the overall strategy.

But civil asset recovery and criminal investigation serve different purposes and should be coordinated carefully.

Will a Criminal Complaint Automatically Recover the Money?

No.

This is another common misconception.

A criminal investigation can help establish wrongdoing and may result in criminal sanctions, but the foreign investor should not assume that filing a criminal complaint alone guarantees recovery of company assets.

Civil and commercial remedies may still be required.

An effective strategy often considers criminal investigation, corporate proceedings and asset recovery simultaneously.

Can the Foreign Shareholder Recover Money Sent Abroad?

Potentially, but cross-border recovery can become considerably more complicated.

Suppose company money is transferred from a Turkish account to a related company in Dubai, London, Switzerland or another jurisdiction.

The Turkish proceedings may establish liability, but tracing and recovering assets abroad can require additional steps in the jurisdiction where the assets are located.

Speed becomes especially important because money can be moved repeatedly between jurisdictions.

What If the Turkish Partner Transfers Their Personal Assets After the Dispute Starts?

This can create an enforcement risk.

A successful judgment has limited practical value if the debtor has disposed of every recoverable asset before enforcement begins.

Where there is evidence of asset dissipation, interim measures should therefore be considered at an early stage.

Transfers to relatives or related companies may also need to be examined later under the applicable asset-recovery and enforcement rules.

What If the Partner Controls All Company Documents?

This is common in foreign-investor disputes.

The Turkish partner may control the accountant, bank relationship, electronic systems, company seal, physical office and corporate books.

The foreign investor should identify what information can be obtained independently.

Trade Registry records, tax/accounting evidence obtainable through proper proceedings, bank evidence during litigation and court-ordered inspection can potentially help overcome information asymmetry.

Control of the paperwork does not automatically eliminate the foreign shareholder’s legal rights.

What If the Accountant Is Cooperating With the Turkish Partner?

The accountant’s records can become highly important.

If the foreign shareholder suspects that accounting entries have been manipulated, the underlying documents should be compared with bank movements and actual commercial transactions.

An accounting entry saying “consultancy expense” does not establish that genuine consultancy occurred.

Likewise, classifying a payment as a shareholder loan does not automatically determine its legal character.

The economic substance of the transaction should be investigated.

Should the Foreign Investor Negotiate Before Filing a Lawsuit?

Sometimes, but only after securing the legal position.

Negotiations can produce a faster commercial solution where the amount can be established and the partner is capable of repayment.

However, negotiations should not give the suspected wrongdoer enough time to remove remaining company assets.

Evidence preservation and urgent protective measures should therefore be considered before lengthy settlement discussions.

A settlement should also include adequate security where payment will be made over time.

What If the Business Relationship Cannot Continue?

Financial misconduct often destroys the trust required to continue a joint venture.

The dispute may therefore develop beyond recovery of missing funds.

Depending on the company structure, the foreign investor may need to consider removal of management, share transfer, exit rights, dissolution or other corporate remedies.

For limited liability companies, judicial dissolution for just cause can become relevant in sufficiently serious circumstances, although courts may consider alternative remedies appropriate to the situation.

The commercial objective should therefore be identified early: recover the money and continue the partnership, take control, exit, or terminate the company relationship entirely.

What Should a Foreign Shareholder Avoid Doing?

A foreign investor should avoid retaliating by taking company money personally, fabricating records, accessing private accounts unlawfully or transferring company assets without proper authority.

The fact that another shareholder may have acted unlawfully does not authorize reciprocal misconduct.

The foreign investor should instead create a documented legal record and use corporate and judicial remedies.

This is especially important where both parties will later accuse each other of mismanagement.

Practical Example: Turkish Partner Diverts Company Funds

Assume a foreign investor owns 40% of a Turkish company and the Turkish partner owns 60%.

The Turkish partner is also the company’s manager.

Over 18 months, approximately 12 million TL is transferred from the company to three businesses connected with the Turkish partner’s relatives.

The accounting records describe the transfers as consulting, marketing and logistics expenses.

The foreign investor cannot identify corresponding services.

A properly structured response might involve securing the accounting and banking evidence, exercising statutory information rights, identifying the beneficial owners of recipient companies, requesting explanations, considering a special audit, evaluating urgent interim protection and determining whether a director liability action should be brought for the company’s loss.

If evidence indicates deliberate diversion, criminal-law remedies may also be assessed.

The case should not be reduced to simply asking the Turkish partner to “return 40% of the money.”

The loss belongs primarily to the company and the recovery strategy must reflect that legal structure.

2026 Legal Position for Foreign Shareholders in Turkey

Foreign shareholders have substantial protections under Turkish corporate law even where the Turkish partner controls a majority of votes or day-to-day management.

The Turkish Commercial Code provides important mechanisms including information and inspection rights, special audit procedures, corporate decision challenges and liability claims against directors and managers. For company losses, Article 555 allows an individual shareholder to pursue compensation on behalf of the company, with recovery directed to the company.

For limited companies, shareholders also have broad statutory rights to request information concerning company affairs and accounts under Article 614.

Therefore, a foreign shareholder who lacks control of the company’s bank accounts is not necessarily powerless.

The strongest cases are usually built by acting before evidence and assets disappear.

Frequently Asked Questions

1. Can my Turkish partner legally withdraw company money because they own most of the shares?

No. Majority shareholding does not automatically entitle a shareholder to use company funds for personal purposes.

2. Can I demand access to the company’s accounts?

Yes. Turkish company law provides shareholders with information and inspection rights. The precise procedure depends on the company type.

3. What if my partner refuses to show me the bank statements?

The refusal should be documented. Depending on the company structure and circumstances, judicial remedies can be used to enforce information rights and obtain relevant evidence.

4. Can I request a special audit?

Potentially, yes. Turkish company law provides a special-audit mechanism for investigating specific matters where the statutory requirements are satisfied.

5. Can I freeze assets before the lawsuit ends?

Potentially. Interim judicial protection may be available where the legal requirements are met and there is a genuine risk to effective recovery.

6. Can I personally recover my percentage of the stolen company money?

Not necessarily. Where the company itself suffered the direct loss, the appropriate claim may require compensation to be paid back to the company rather than directly to the shareholder.

7. Can I sue a Turkish manager personally?

Potentially, yes. Managers and directors can face personal liability where breaches of their legal duties cause compensable loss.

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

Potentially. Deliberate diversion of entrusted corporate assets may, depending on the facts, raise criminal-law issues. Not every commercial disagreement, however, constitutes a crime.

9. What if the money has been transferred to another company owned by my partner?

The related-party transaction should be investigated. Contracts, invoices, services actually performed, pricing and subsequent movement of the money can all be relevant.

10. What should I do if I believe more money will disappear soon?

Urgent evidence preservation and possible interim measures should be assessed immediately rather than waiting for completion of a lengthy corporate investigation.

Legal Support for Foreign Shareholders in Turkey

Foreign shareholder disputes involving company funds require more than an ordinary debt-collection strategy. The first questions are who suffered the legal loss, who controlled the money, where the assets went and how further transfers can be prevented.

Fırat Fesih Kaya Law Office provides legal assistance to foreign shareholders and international investors in disputes involving misuse of company funds, shareholder exclusion, related-party transfers, director and manager liability, special audits, corporate records, interim measures, asset recovery and shareholder litigation in Turkey.

Where there is evidence that company funds have already been transferred to the Turkish partner, relatives or related companies, Fırat Fesih Kaya can assess civil, commercial, enforcement and, where appropriate, criminal-law remedies as part of a coordinated recovery strategy.

Early action is particularly important where the suspected partner still controls company bank accounts, signature authority and corporate records.

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