Foreign Shareholder Suspects the Majority Partner Is Preparing to Empty the Company: Injunction, Evidence and Asset Protection Options – 2026 Updated Guide

What can a foreign shareholder do when the majority partner is preparing to transfer or hide company assets in Turkey? Learn about injunctions, evidence and asset protection remedies.

A foreign shareholder who suspects that the majority partner is preparing to empty a Turkish company should act immediately. Asset stripping may involve transferring money to a related company, selling real estate below market value, moving customers, creating artificial debts, pledging company property or withdrawing cash.

The majority partner may control the board, company accounts, accounting records and general meeting votes. This can make the risk particularly serious for a foreign minority shareholder. However, the investor must use the correct legal procedure because company assets generally belong to the company, not directly to individual shareholders.

Urgent remedies may include evidence preservation, an independent audit, an interim injunction, precautionary attachment, a special inspection, challenges to corporate decisions and director-liability claims.

What Does “Emptying the Company” Mean?

Emptying a company means reducing or transferring its valuable assets before a dispute, insolvency, shareholder separation or management change.

Warning signs may include:

• Transfers to a company owned by the majority partner.
• Unexplained bank withdrawals.
• Real estate sales below market value.
• Payments for artificial consulting services.
• Excessive salaries or bonuses.
• Company funds used for personal expenses.
• Customer contracts moved to another business.
• Company assets pledged for another company’s debt.
• Sudden loans without repayment terms.
• Missing inventory or machinery.
• Unusual dividend or profit distributions.
• Destruction or concealment of accounting records.

A suspicious transaction is not automatically unlawful. The investor must examine authorization, commercial purpose, market value, payment, disclosure and the financial harm suffered by the company.

Does the Foreign Shareholder Own the Company Assets?

Usually, no. Company property belongs to the legal entity. A shareholder owns shares and related rights, but does not normally own each bank account, building, vehicle or receivable personally.

This distinction affects the correct claimant. If the company has suffered the loss, the company may be the primary party entitled to seek recovery. The foreign shareholder may need to request corporate action, challenge management conduct or use a derivative remedy where legally available.

A direct shareholder claim may be possible if the majority partner violated a shareholder agreement, misled the investor, interfered with voting rights or caused a separate personal loss.

What Should the Foreign Shareholder Do First?

The investor should not wait for the transfer to be completed. It should preserve evidence and obtain legal advice before confronting the majority partner if there is a risk of further concealment.

The first steps generally include:

1. Review the articles, shareholder agreement and investment documents.
2. Identify the majority partner’s authority.
3. Preserve financial and electronic records.
4. Request company information in writing.
5. Identify threatened assets and beneficiaries.
6. Commission an independent financial review.
7. Assess the risk of further transfers.
8. Consider urgent court protection.
9. Prepare corporate and management-liability claims.
10. Monitor insolvency and liquidation risks.

Every request, refusal, meeting and transaction should be documented.

Can the Foreign Shareholder Obtain an Injunction?

In suitable circumstances, an interim injunction may be requested to prevent a specific sale, transfer, pledge, payment or destruction of evidence.

The investor generally must show:

• A credible legal claim.
• Urgency.
• A real risk of serious harm.
• A connection between the requested measure and the threatened asset.
• Proportionality.

The court may require security. A focused application identifying the relevant property, bank transfer, receivable or corporate action is generally stronger than a request covering all company activity.

An injunction does not decide the entire shareholder dispute. It temporarily protects the position of the company or claimant while the main case continues.

Can the Investor Request a Precautionary Attachment?

If there is a monetary claim, a precautionary attachment may be considered to preserve identifiable assets before a final judgment.

The investor must establish the correct legal basis and claimant. A shareholder cannot automatically attach company property merely because the company’s value has decreased.

A company claim, director-liability claim, contractual claim or recovery action may provide the necessary basis, depending on the facts. The court may require security and evidence of imminent asset dissipation.

Can a Court Protect Company Bank Accounts?

The foreign shareholder generally cannot personally take control of company bank accounts. However, the company, a properly authorized claimant or another party with a valid legal claim may request measures concerning bank funds, receivables or transfers.

The application should identify suspicious payments, account movements, beneficiaries and the risk that money will be transferred again. Unrestricted requests for every bank record may be challenged as excessive.

A court-appointed expert may be able to review relevant financial records within the scope of a proceeding.

How Can Company Books and Evidence Be Preserved?

The investor should preserve:

• Bank statements.
• Payment instructions.
• Accounting records.
• Electronic invoices.
• General ledgers.
• Board and shareholder minutes.
• Contracts and loan documents.
• Emails and business messages.
• Asset registers.
• Property records.
• Related-party ownership details.
• Accounting software exports.
• Cloud files and access logs.

If records may be deleted or altered, the investor may request court-assisted evidence preservation or an expert inspection.

In 2026, digital evidence is especially important. Electronic signatures, cloud accounting, online banking alerts, file metadata and system access logs may help establish who authorized or received a transfer.

Can the Majority Partner’s Transactions Be Reversed?

Potentially, but the available remedy depends on the transaction and the rights violated.

A transfer may be challenged where it was:

• Unauthorized.
• Fictitious.
• Made without genuine payment.
• Completed below market value.
• Designed to harm the company.
• Made for a personal benefit.
• Approved through a defective corporate decision.
• Part of a conflict of interest.
• Intended to defeat creditors or shareholders.

The company may seek repayment, compensation, cancellation or another form of recovery. If the asset was transferred to a related company, the recipient’s knowledge and conduct will be important.

Can the Majority Partner Be Held Personally Liable?

The majority partner may face personal liability if that person also acted as a director, manager, authorized signatory or controlling decision-maker and caused company losses through misconduct.

The claimant should establish:

• The relevant management or contractual duty.
• The specific transaction.
• The lack of authority or commercial justification.
• The financial loss.
• The connection between the conduct and the damage.

A majority shareholder is not automatically personally liable for every company loss. Personal liability requires a separate legal basis and sufficient evidence.

Can the Investor Challenge Corporate Decisions?

A foreign shareholder may be able to challenge decisions adopted without proper notice, disclosure, authority or voting procedure.

Potentially challengeable decisions may involve:

• Asset sales.
• Related-party loans.
• Guarantees for another company.
• Excessive compensation.
• Financial statement approval.
• Dividend distributions.
• Appointment or removal of directors.
• Transfer of company contracts.
• Pledging company property.

The investor should act quickly because procedural deadlines may apply.

Can the Conduct Create Criminal Liability?

The movement of company funds may raise criminal issues if the evidence indicates fraud, forgery, misappropriation, breach of trust, concealment of assets or deliberate destruction of records.

A commercial disagreement or poorly documented transfer is not automatically a crime. A criminal complaint should identify the transaction, responsible persons, financial harm and supporting evidence.

Civil, corporate, tax and criminal remedies may be pursued together, but they should be coordinated carefully.

What If the Company Is Approaching Insolvency?

If the majority partner is preparing to empty the company before insolvency, the foreign shareholder should investigate liquidation, restructuring and creditor-priority risks immediately.

Transactions completed shortly before insolvency may receive additional scrutiny. The company or creditors may seek to challenge transfers that reduced the available asset pool or favored insiders.

The shareholder should also determine whether it has a separate creditor claim under an investment agreement, loan document, guarantee or settlement arrangement.

Practical 2026 Asset Protection Strategy

A foreign shareholder should combine corporate, financial and litigation measures rather than relying on a single complaint. The strategy may include:

• Independent forensic accounting.
• Formal information requests.
• Court-assisted evidence preservation.
• Interim injunctions.
• Precautionary attachment.
• Challenges to related-party transactions.
• Director-liability claims.
• Recovery actions against recipient companies.
• Corporate resolution challenges.
• Criminal and insolvency analysis.

Lawyer Fırat Fesih Kaya assists foreign shareholders with urgent asset protection, shareholder disputes, forensic audits, injunctions and director-liability claims in Turkey.

Frequently Asked Questions (FAQ)

1. Can a foreign shareholder stop the majority partner from transferring company assets?

In appropriate circumstances, the shareholder or company may request an interim injunction or another protective measure by proving urgency and a credible legal claim.

2. Can the shareholder personally freeze the company bank account?

Not automatically. The correct claimant, legal basis and relationship between the shareholder and company must be established.

3. What is considered asset stripping?

Asset stripping may include unauthorized transfers, below-market sales, personal withdrawals, related-party payments, artificial debts and diversion of customers or contracts.

4. Can a transfer to a related company be reversed?

Potentially, if the transaction was unauthorized, fraudulent, fictitious, below market value or harmful to the company.

5. Can the majority partner be personally sued?

A personal claim may be possible if the majority partner also acted as a director or manager and breached a legal or contractual duty.

6. What evidence should the foreign shareholder preserve?

Bank records, accounting files, invoices, contracts, corporate minutes, emails, messages, ownership records and digital system logs may be important.

7. Can an independent forensic audit be requested?

Depending on the company structure and investor rights, an independent audit, special inspection or court-appointed expert review may be available.

8. Can corporate resolutions approving transfers be challenged?

Potentially, particularly where the decision was adopted without proper notice, authority, disclosure or voting procedure.

9. What if the majority partner transfers assets abroad?

The investor may need urgent asset tracing, court protection and cross-border recovery measures in the country where the money or property is located.

10. How quickly should the foreign shareholder act?

Immediately. Delay may allow assets to be transferred again, records to disappear or the company to become insolvent.

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.

Legal Support for Foreign Shareholders Facing Asset Dissipation

Foreign shareholders who suspect that a majority partner is preparing to empty a Turkish company should seek urgent legal support before assets and evidence disappear. Fırat Fesih Kaya Law Office provides professional assistance throughout Turkey and internationally for injunctions, forensic audits, shareholder disputes, asset tracing and management-liability claims.

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