Foreign Shareholder Discovers Unauthorized Payments From a Turkish Company: What Legal Action Can Be Taken? – 2026 Updated Guide

Learn what a foreign shareholder can do after discovering unauthorized payments from a Turkish company, including evidence preservation, director liability, criminal complaints, injunctions, and recovery actions.

A foreign shareholder who discovers unauthorized payments from a Turkish company should act quickly to preserve financial records and prevent further loss. Suspicious payments may include transfers to directors, shareholders, relatives, related companies, personal expenses, cash withdrawals, low-value asset sales, or payments without invoices or business justification.

The legal action depends on the company’s structure, the authority of the directors, the company’s internal documents, and whether the payments caused a financial loss.

What May Count as an Unauthorized Payment?

A payment may be questionable if it was made without proper approval, exceeded the director’s authority, benefited a related person, lacked a commercial purpose, or was recorded with false or incomplete documents.

Examples include unexplained bank transfers, personal expenses paid by the company, excessive salaries or bonuses, payments to related companies, transfers below market value, undocumented loans, and payments made without board or shareholder approval.

A payment is not automatically unlawful merely because a shareholder was not informed. The company’s articles of association, signing authority, board resolutions, contracts, and accounting records must be reviewed.

What Should the Foreign Shareholder Do First?

The shareholder should preserve bank statements, accounting records, invoices, contracts, board minutes, general assembly records, emails, electronic messages, payment instructions, and company system data.

The shareholder should not delete or alter company records, make unauthorized withdrawals, access personal accounts unlawfully, or confront directors in a way that may destroy evidence.

A lawyer may send formal requests for information, seek an independent financial review, and prepare urgent court applications if there is a risk that funds or assets will be transferred.

Can a Shareholder Inspect Company Records?

Depending on the company type and the shareholder’s position, the shareholder may have rights to request information, inspect certain records, attend general assembly meetings, and ask questions concerning company transactions.

If the management refuses to provide information or gives incomplete answers, the shareholder may consider formal legal applications, a special audit request, or claims concerning management responsibility.

The scope of inspection depends on the company’s structure, the shareholder’s percentage, and the type of document requested.

Can Directors Be Held Personally Liable?

Directors and managers may face personal liability if they breach their duties, misuse company assets, approve improper payments, act in a conflict of interest, or cause damage through negligence or bad faith.

The company may seek compensation for its loss. In certain circumstances, shareholders may also pursue a liability action or request that the company bring a claim against the responsible managers.

A shareholder’s personal loss and the company’s loss are not always legally identical. The correct claimant and legal route must be determined carefully.

Can a Criminal Complaint Be Filed?

If the payments involve misuse of company assets, false documents, deception, unauthorized transactions, or personal enrichment, the conduct may create criminal allegations such as breach of trust, fraud, falsification, or another financial offense.

A criminal complaint may be submitted to the police or prosecutor’s office. The complaint should include bank records, accounting documents, payment instructions, emails, contracts, and evidence connecting the payment to the responsible person.

A criminal complaint does not automatically recover the company’s money. Civil, commercial, and interim measures may also be necessary.

Can the Shareholder Freeze Company Assets?

If there is a serious risk that funds or assets will be transferred, the company or an eligible claimant may request interim legal protection. Depending on the facts, this may include an injunction, provisional attachment, preservation of evidence, or restrictions concerning company assets.

The applicant must generally show a legal claim, urgency, and a risk of irreparable or difficult-to-recover loss. The court will assess the evidence and may require security.

A foreign shareholder should not wait until all company assets have disappeared before seeking urgent advice.

Can Directors Be Removed?

Shareholders may consider calling a general assembly, challenging an improper resolution, changing management, or seeking other corporate remedies.

The available option depends on the company’s articles, shareholder percentages, voting rights, management structure, and whether the company is a joint stock company or limited liability company.

If there is a deadlock or abuse of majority control, additional remedies may include a request for special audit, liability proceedings, annulment of resolutions, or dissolution-related claims in appropriate cases.

What If Payments Were Made to a Related Company?

Transfers between related companies are not automatically unlawful. They must be supported by a genuine commercial purpose, proper documentation, fair terms, and appropriate approval.

Payments at below-market values, unexplained loans, circular transfers, and transactions benefiting the controlling shareholder may create liability, tax, and criminal risks.

The shareholder should request records for all related-party transactions and compare the terms with market conditions.

Foreign Shareholder Living Abroad

A foreign shareholder may often begin the process from abroad by appointing a Turkish lawyer through a power of attorney. The power of attorney may be arranged through a Turkish consulate or through local notarization and legalization procedures.

The lawyer may review available records, submit information requests, communicate with the company, file criminal or commercial applications, and request urgent measures.

The shareholder should keep original corporate documents, passport records, shareholder certificates, and all communications with company managers.

Tax and Accounting Consequences

Unauthorized payments may also create tax and accounting problems. The company may face questions concerning undocumented expenses, withholding, related-party transactions, false invoices, disguised distributions, or inaccurate financial statements.

The shareholder should preserve accounting records and obtain advice before making public allegations or changing company books. Criminal, commercial, and tax consequences should be assessed together.

2026 Legal Considerations

In 2026, electronic banking records, e-invoices, digital accounting systems, electronic signatures, corporate email accounts, and payment-platform data may be decisive.

Foreign shareholders should act quickly when they discover suspicious transactions. Lawyer Fırat Fesih Kaya assists foreign shareholders with corporate investigations, unauthorized payments, director liability, criminal complaints, asset protection, and recovery actions.

Frequently Asked Questions (FAQs)

What should a foreign shareholder do after discovering an unauthorized company payment?
The shareholder should preserve financial and corporate records, avoid altering evidence, and obtain immediate legal and accounting advice.

Can a shareholder request company bank records?
Depending on the company structure and shareholder rights, the shareholder may request information or inspect certain company records.

Can directors be personally liable for unauthorized payments?
Yes, if they misuse company assets, breach their duties, act in bad faith, or cause financial damage.

Can a foreign shareholder file a criminal complaint in Turkey?
Yes. The shareholder or company may report suspected fraud, breach of trust, false documents, or other criminal conduct.

Can company bank accounts or assets be frozen?
Urgent interim measures may be requested where there is a serious risk of asset transfer or irreparable loss.

Can a foreign shareholder remove the company director?
Possible corporate remedies depend on voting rights, company structure, articles of association, and shareholder percentages.

Are related-company payments automatically illegal?
No. They may be lawful if supported by a genuine business purpose, fair terms, proper records, and appropriate approval.

Can the shareholder recover the company’s lost money personally?
Usually, the company’s loss belongs to the company. The correct claimant and legal action depend on the facts and shareholder rights.

Can a foreign shareholder start the case from abroad?
A shareholder may often appoint a Turkish lawyer through a valid power of attorney and begin legal procedures without immediately travelling to Turkey.

Can unauthorized payments create tax consequences?
Yes. Undocumented expenses, false invoices, disguised distributions, and related-party transfers may create tax and accounting risks.

This article is for general informational purposes only, and we recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for Foreign Shareholders

Expert legal support is essential to avoid loss of rights. By working with a lawyer experienced in unauthorized company payments, director liability, corporate investigations, criminal complaints, asset protection, shareholder disputes, and financial recovery who serves throughout Turkey and internationally, you can protect your legal interests.

Fırat Fesih Kaya Law Office provides professional legal support to foreign shareholders in bank-record reviews, management liability claims, criminal complaints, interim measures, general assembly disputes, evidence preservation, and recovery proceedings.

Call Now: +90 312 434 22 22
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Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yildirim Tower, Balgat, Cankaya, Ankara, Turkey