Unauthorized Sale of Company Real Estate in Turkey: Can a Foreign Shareholder Stop or Cancel the Sale? – 2026 Updated Guide

Learn how foreign shareholders can stop or challenge an unauthorized sale of company real estate in Turkey through injunctions, title cancellation, compensation, and corporate remedies.

An unauthorized sale of company real estate can cause permanent financial damage. The problem may arise when a company director, manager, or authorized signatory sells land, an office, a factory, or another property without the required corporate approval or for a price below its real value.

Foreign shareholders often discover the transaction after reviewing company records, bank accounts, or land registry information. Whether the sale can be stopped or cancelled depends on the manager’s representation authority, the company’s internal rules, the buyer’s knowledge, and whether the transfer has already been registered.

Does a Foreign Shareholder Personally Own Company Real Estate?

A shareholder does not normally personally own the real estate registered in the name of the company. The company is a separate legal entity and is the registered owner of its property.

This distinction is important. A foreign shareholder may not be able to cancel a title transfer merely by proving that they disagree with the sale. The shareholder may need to act through the company, request corporate measures, bring an appropriate shareholder claim, or seek urgent court protection.

The first legal question is therefore whether the company itself validly authorized the sale and whether the person who signed the transaction had authority to represent the company.

Can the Sale Be Stopped Before Registration?

If the sale has not yet been completed, urgent action may be possible. The company should immediately review the proposed transaction, notify the relevant corporate bodies, suspend unauthorized signing authority, and request that no transfer be completed until the dispute is resolved.

A foreign shareholder may seek an interim court measure to prevent the registration or completion of the sale. If granted, the court may communicate the protection to the Land Registry and restrict the transfer until the main dispute is examined.

An injunction is not automatic. The applicant should provide evidence showing that the sale is unauthorized, commercially abusive, below market value, fraudulent, or likely to cause irreparable harm.

The application should be prepared without delay because a completed transfer may create additional legal complications.

Is the Sale Invalid If Shareholder Approval Was Missing?

Not necessarily. Shareholder approval is not required for every company transaction. A director or manager may have authority to sell company property if that authority is included in the company’s representation powers or properly granted through a board decision or power of attorney.

The absence of an internal approval may create liability for the manager without automatically making the sale invalid against the buyer. This is the difference between internal corporate restrictions and external representation authority.

If the manager had valid authority and the buyer acted in good faith, the company may remain bound by the sale even if the manager violated an internal instruction requiring shareholder consent.

The position may be different if the manager had no authority, the signature was forged, the buyer knew about the lack of approval, or the transaction involved fraud or collusion.

When Can a Completed Sale Be Challenged?

After the title transfer is registered, the company may consider a title cancellation and registration claim where there is a valid legal basis.

Possible grounds may include lack of representation authority, forged signatures, fraud, collusion, sham transactions, serious conflict of interest, unauthorized use of a power of attorney, or an unlawful corporate decision.

The buyer’s knowledge is particularly important. If the buyer is a related company, controlled by the same director, or involved in the transaction’s preparation, it may be easier to argue that the buyer was not acting in good faith.

If the buyer was an independent third party who relied on the registered authority and had no reason to suspect wrongdoing, cancellation may be more difficult. In that situation, compensation claims against the responsible manager or other persons may become more important.

What Evidence Should Be Preserved?

The company and foreign shareholder should preserve the title deed, transfer records, sale agreement, power of attorney, signature circular, board decisions, shareholder resolutions, valuation reports, bank records, and payment documents.

Evidence showing that the sale price was below market value may be decisive. Independent valuation reports, comparable property sales, rental income, previous offers, expert assessments, and financial statements may help establish the company’s loss.

Electronic evidence may include corporate e-mail, messaging applications, digital signatures, online banking records, cloud documents, meeting records, and correspondence with the buyer.

The shareholder should also investigate the relationship between the buyer and the director. Common ownership, shared management, family connections, common employees, previous transactions, and related payments may support a claim of collusion or bad faith.

Can the Company Claim Compensation?

If the property cannot be recovered, or if the sale remains valid against the company, the company may seek compensation for the resulting loss.

The claim may include the difference between the property’s market value and the sale price, lost rental income, lost business opportunities, transaction expenses, taxes or penalties caused by the conduct, and costs incurred to investigate and repair the damage.

A director or manager may be personally liable if they acted outside their authority, breached management duties, concealed the conflict of interest, or sold the property for personal or related-party benefit.

The company must prove the wrongful conduct, actual damage, and causal connection. A later increase or decrease in property value does not by itself prove liability.

Can the Buyer Be Held Responsible?

The buyer may face legal consequences if it knowingly participated in an unauthorized or fraudulent sale.

The investigation may examine whether the buyer was related to the director, whether the price was clearly unreasonable, whether the buyer knew shareholder approval was missing, whether the buyer helped prepare false documents, and whether payment was made to the company or redirected elsewhere.

If the buyer acted in good faith and relied on valid registered authority, recovery against the buyer may be more difficult. If the buyer acted in bad faith or participated in the scheme, the company may have stronger claims for cancellation, restitution, or compensation.

What Corporate Remedies Can Foreign Shareholders Use?

Foreign shareholders may request access to corporate records, call a general assembly, seek explanations from the director, request an independent review, challenge an unlawful corporate resolution, or pursue director-liability proceedings.

The company may also remove or replace the director, revoke signing authority, change banking powers, appoint a new representative, and restrict access to corporate documents.

If the company is controlled equally by shareholders and the unauthorized sale creates a management deadlock, the parties may need to consider settlement, share valuation, exit rights, or other corporate remedies.

The correct procedure depends on whether the company is a joint stock company or a limited liability company and on the wording of its articles of association and shareholder agreements.

Can a Criminal Complaint Be Filed?

A criminal complaint may be considered if the sale involved fraud, forged signatures, false documents, breach of trust, unauthorized use of company assets, or deliberate concealment of the transaction.

The lack of shareholder approval alone does not automatically create criminal liability. The investigation should establish the manager’s authority, intention, financial benefit, the buyer’s involvement, and the documents used.

A criminal investigation does not automatically cancel the title transfer or return the property. Civil, commercial, corporate, and interim proceedings may also be necessary.

What Should a Foreign Shareholder Do Immediately?

The shareholder should obtain the latest corporate and title records, preserve all communications, identify the person who signed the sale, review the registered representation authority, and assess whether the transaction is pending or already completed.

The shareholder should avoid signing ratification documents, accepting unexplained payments, or making statements that could be interpreted as approval before receiving legal advice.

If the director still controls company bank accounts or signing authority, urgent corporate measures may be required to prevent further asset transfers.

Can Foreign Shareholders Act from Abroad?

Foreign shareholders can generally appoint a Turkish lawyer through a power of attorney. The document may be issued before a consulate or local notary and may require legalization, apostille, and an official translation.

A lawyer can review title records, investigate representation authority, apply for interim protection, prepare a title cancellation and registration claim, pursue compensation, and coordinate corporate or criminal proceedings.

Lawyer Fırat Fesih Kaya assists foreign shareholders with unauthorized property sales, title disputes, director liability, corporate investigations, and urgent asset-protection measures.

2026 Legal Considerations

In 2026, electronic evidence is increasingly important in real estate and corporate disputes. Digital signatures, online banking records, electronic correspondence, cloud documents, corporate meeting records, and digital valuation files may establish who authorized the transaction and who benefited from it.

Companies should maintain clear rules for property sales, board and shareholder approvals, signing authority, independent valuations, and related-party transactions.

The company should also preserve title and corporate records lawfully and avoid unauthorized access to private accounts or confidential personal data.

Frequently Asked Questions (FAQ)

1. Can a foreign shareholder stop the sale of company property in Turkey?

Potentially. The shareholder may seek urgent court protection and use corporate remedies if the sale is unauthorized, fraudulent, abusive, or likely to cause serious harm.

2. Does missing shareholder approval automatically invalidate the sale?

No. The sale may still bind the company if the manager had valid representation authority and the buyer acted in good faith.

3. Can a shareholder personally block a Land Registry transfer?

A shareholder may not always be able to block the transfer directly. An interim court measure or action through the company may be required.

4. Can a completed property sale be cancelled?

A title cancellation and registration claim may be possible where there is lack of authority, fraud, forgery, collusion, or another valid legal ground.

5. What if the buyer is related to the company director?

The relationship may be important evidence of conflict of interest or bad faith, especially if the property was sold below market value or the buyer knew approval was missing.

6. Can the director be personally liable for the sale?

Yes. Personal liability may arise if the director exceeded authority, breached management duties, concealed the transaction, or caused financial damage.

7. Can the company claim the property’s market value?

The company may seek compensation for proven loss, including the difference between market value and the sale price, as well as other recoverable damage.

8. What evidence is needed to challenge the sale?

The title deed, sale contract, signature documents, corporate approvals, valuation reports, bank records, e-mails, messages, and evidence of the buyer’s relationship with the director may be important.

9. Can a criminal complaint cancel the title transfer?

A criminal complaint may lead to an investigation, but separate civil or commercial proceedings may be needed to cancel the transfer or recover the property.

10. Can a foreign shareholder handle the process without traveling to Turkey?

Usually, a foreign shareholder can appoint a Turkish lawyer under a valid power of attorney to pursue the investigation and legal proceedings.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for Unauthorized Company Property Sales

Expert legal support is essential to avoid loss of rights. By working with a lawyer experienced in real estate disputes, Land Registry proceedings, corporate governance, director liability, injunctions, and compensation claims, serving clients throughout Turkey and internationally, you can protect your legal interests.

Fırat Fesih Kaya Law Office provides professional legal support to foreign shareholders and companies facing unauthorized property sales, title cancellation disputes, director misconduct, asset protection issues, and corporate litigation.

Phone: +90 312 434 22 22
Mobile/WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yildirim Tower No:148, Balgat, Cankaya, Ankara, Turkey