Can Foreign Investors Obtain an Injunction to Prevent Unauthorized Company Transactions in Turkey? (2026 Updated Guide)

Can a foreign shareholder obtain an injunction in Turkey to stop unauthorized company transactions? Learn how interim measures can protect shares, bank accounts, assets and corporate rights.

Foreign investors in Turkish companies may discover that another shareholder, director, manager or authorized signatory is attempting to transfer company assets, dispose of valuable property, move money from corporate accounts, transfer shares or complete another transaction without proper corporate authorization. In these situations, waiting for an ordinary lawsuit to reach judgment may leave the investor with a victory that arrives too late. Turkish procedural law provides mechanisms for interim injunctions and other provisional measures where the legal requirements are satisfied. For a foreign investor, the central question is usually whether there is a sufficiently concrete and urgent risk that the disputed transaction will occur before the underlying corporate dispute can be resolved.

What Is an Interim Injunction in a Turkish Company Dispute?

An interim injunction is a provisional judicial measure designed to preserve rights or prevent serious prejudice while the underlying dispute is pending.

It is not the final judgment. Its purpose is to prevent circumstances from changing so dramatically that enforcement of the eventual judgment becomes impossible or substantially more difficult.

When May a Foreign Investor Need an Injunction?

Typical scenarios include an imminent transfer of company property, suspicious movement of corporate funds, disputed share transfers, attempts to implement contested corporate resolutions, unauthorized transactions involving subsidiaries, disposal of key machinery or intellectual property, or actions that could fundamentally alter control of the company.

The appropriate remedy depends on the precise right being threatened.

Foreign Shareholders Can Seek Judicial Protection in Turkey

Foreign nationality does not by itself prevent an investor from seeking provisional judicial protection concerning rights in a Turkish company.

The applicant must nevertheless establish the legal and factual requirements for the particular measure requested.

The Risk Must Be Concrete

Courts generally require more than speculation that another shareholder “might do something.”

The investor should identify the threatened transaction and provide evidence showing why immediate protection is necessary.

Evidence Should Be Collected Immediately

Useful evidence may include board or shareholders’ meeting records, trade registry documents, bank records, emails, messages, draft contracts, notices, accounting records, asset-transfer documents and communications with third parties.

The evidence should demonstrate both the investor’s underlying right and the urgency of the situation.

Can an Injunction Stop the Sale of Company Real Estate?

Potentially, depending on the dispute and circumstances. If there is a concrete attempt to dispose of company-owned real estate and the transaction threatens rights forming the subject of litigation, a carefully tailored provisional measure may be requested.

The court will consider whether the requested restriction is legally connected with the underlying claim.

Can a Court Prevent the Transfer of Shares?

Share-transfer disputes frequently create requests for interim protection. A foreign investor may seek measures designed to preserve the existing position where a disputed transfer could make enforcement of the eventual judgment substantially more difficult.

The exact remedy differs according to whether the company is a joint-stock company or limited-liability company and the nature of the disputed shares.

Can Company Bank Accounts Be Frozen?

In appropriate circumstances, provisional protection concerning funds may be considered, but a complete freeze of all company accounts can seriously interfere with business operations.

The applicant should therefore identify the actual risk and request a proportionate measure rather than automatically seeking to paralyze the entire company.

Targeted Measures Can Be More Effective

A court may be more receptive to a narrowly tailored request connected with a specific transaction, asset or disputed amount than an excessively broad request effectively preventing the company from conducting all business.

Proportionality is strategically important.

Unauthorized Transfers to Related Companies

A majority shareholder or manager may attempt to move assets to another company under common control.

The foreign investor should examine the commercial justification, price, corporate approvals and relationship between the parties.

Related-party transactions should be documented carefully.

Sale of Assets Below Market Value

An attempt to sell valuable corporate property to a shareholder, relative or affiliated company substantially below market value may justify urgent scrutiny.

Obtain valuation evidence where possible.

Company Money Transferred to a Shareholder’s Personal Account

Unexplained transfers from the company’s account to a shareholder, director or manager can raise serious corporate-law issues.

Bank records, accounting entries, loan agreements and payment explanations should be preserved immediately.

Majority Ownership Does Not Give Unlimited Authority

A shareholder holding 51%, 70% or even a larger majority cannot automatically disregard statutory rules, articles of association, corporate bodies or minority shareholder rights.

Control and unlimited legal authority are not the same thing.

Directors and Managers Have Separate Duties

The authority of a director or manager must be examined through the company’s legal form, articles of association, corporate resolutions, registered representation structure and applicable legislation.

An individual cannot necessarily justify a disputed transaction merely by stating that they manage the company.

Check the Trade Registry

One of the first steps should be reviewing the company’s current registry information.

Determine who has representation authority, whether signatures are individual or joint, whether authority has changed and whether disputed resolutions have been registered.

Articles of Association Can Be Critical

The articles may contain provisions governing representation, reserved matters, share transfers, meeting procedures and other corporate rights.

A foreign investor should obtain the complete current version rather than relying on an old copy received when the investment was made.

Shareholders’ Agreement Should Also Be Reviewed

Many foreign investments involve a shareholders’ agreement containing veto rights, reserved matters, board nomination rights, transfer restrictions and approval requirements.

A breach of the shareholders’ agreement and invalidity of a corporate act are not always the same legal question, so both contractual and corporate-law consequences should be analyzed.

Reserved Matters Can Be Crucial

A shareholders’ agreement may require unanimous or supermajority approval for major asset sales, borrowing, related-party transactions, capital increases or changes to the business.

If another shareholder attempts to bypass these restrictions, contractual remedies may arise in addition to statutory corporate remedies.

Can a Contested General Assembly Resolution Be Stopped?

Where an unauthorized transaction depends on a disputed shareholders’ meeting resolution, the investor may need to examine both a substantive action concerning the resolution and available provisional measures.

Timing is particularly important because corporate litigation can contain specific statutory periods.

Board Resolutions May Also Be Relevant

If the disputed transaction originates from the board, obtain the resolution and determine how it was adopted.

Review attendance, voting, conflicts of interest, authority and compliance with the articles of association.

What If the Transaction Has Not Happened Yet?

This is often the strongest reason to consider urgent action.

Preventing an imminent irreversible transaction can be significantly more effective than trying to recover assets after they have been transferred to third parties.

What If the Transaction Has Already Occurred?

The legal strategy changes. The investor may need to examine invalidity, restitution, damages, director liability, claims against recipients and other remedies depending on the transaction.

An injunction may still be relevant to prevent subsequent transfers.

Transfers to Third Parties Create Additional Complexity

Once an asset reaches an independent third party, the dispute can become substantially more difficult.

This is why early evidence collection and prompt provisional relief can be commercially decisive.

Can an Injunction Be Requested Before Filing the Main Lawsuit?

Turkish procedural law allows interim protection to be considered before the main action in appropriate circumstances.

However, obtaining pre-action relief normally creates procedural obligations concerning timely commencement of the substantive proceedings.

The litigation timetable should therefore be prepared before the application is filed.

The Main Claim Must Be Identified

An interim injunction cannot exist in a legal vacuum.

The investor should identify the substantive right to be protected—for example, a corporate resolution challenge, contractual right, ownership-related claim or another corporate-law cause of action.

Approximate Proof Can Be Important

Interim proceedings generally occur before full evidence has been collected and examined. The applicant nevertheless needs sufficient supporting material to demonstrate the asserted right and urgency at the provisional stage.

A well-organized documentary file can therefore make a major difference.

The Court May Require Security

Depending on the circumstances, an applicant obtaining an interim measure may be required to provide security against potential losses that could result if the measure ultimately proves unjustified.

Foreign investors should consider this possibility when planning urgent litigation.

Can an Injunction Be Granted Without First Hearing the Other Side?

In genuinely urgent circumstances, provisional protection may potentially be considered before the opposing party is fully heard where advance notice would undermine the purpose of the measure.

The procedural position depends on the specific circumstances.

The Opposing Party Can Challenge the Measure

An interim injunction is not immune from review.

The opposing shareholder or company may object and seek modification or removal of the measure. The investor should therefore prepare the application as if it will be vigorously contested.

Overly Broad Injunction Requests Can Backfire

A request that unnecessarily stops salaries, taxes, ordinary supplier payments and all commercial activity may appear disproportionate.

The application should protect the threatened right while minimizing unnecessary interference with legitimate company operations.

Emergency Measures for Company Bank Transfers

Where evidence indicates that a specific large transfer is imminent, the application should identify the amount, recipient, basis of the suspected transaction and why recovery would become difficult afterward.

Specificity strengthens the factual presentation.

Protecting Company Real Estate

For disputes involving land, factories, warehouses or offices, registry-related provisional measures may become relevant depending on the substantive claim.

The title information and proposed transaction should be identified precisely.

Protecting Machinery and Other Valuable Assets

Manufacturing companies may own equipment worth millions. If machinery is about to be sold or transferred to an affiliated entity, collect asset registers, invoices, serial numbers and valuation information.

The requested protection should identify the assets wherever possible.

Intellectual Property Can Also Require Protection

Brands, patents, software rights and licenses can represent a company’s most valuable assets.

Unauthorized transfer or licensing of intellectual property may require urgent action where it threatens the value of the investor’s shareholding or another enforceable right.

Capital Increase Used to Dilute a Foreign Investor

Corporate disputes sometimes involve allegations that a capital increase is being used improperly to dilute a minority foreign shareholder.

The investor should immediately examine the resolution, corporate purpose, financial need, pre-emption rights and procedural compliance.

Delay can make the dispute substantially more difficult.

Changes in Management May Require Immediate Review

If a shareholder suddenly removes directors nominated by the foreign investor and immediately begins transferring assets, the sequence of events may be highly relevant.

Preserve all corporate notices and resolutions.

Access to Company Records Is Important

Foreign shareholders frequently discover suspicious transactions because management stops providing financial information.

Shareholder information and inspection rights should therefore be evaluated alongside provisional remedies.

An Independent Financial Review May Be Necessary

Complex asset-stripping allegations may require examination of accounting ledgers, related-party accounts, bank transactions and intercompany payments.

A financial expert can help identify where company value has moved.

Director Liability May Arise

Where directors or managers breach their legal duties and cause damage, personal liability claims may potentially arise depending on the company type, conduct and loss.

This should be analyzed separately from the injunction itself.

Criminal Allegations Should Not Replace Corporate Litigation

Some unauthorized transactions may also raise criminal-law questions, but filing a criminal complaint should not automatically be treated as a substitute for urgent corporate and civil remedies.

If an asset transfer must be stopped, the appropriate provisional remedy should be evaluated independently.

Evidence Must Be Preserved Before Access Is Lost

A foreign investor involved in an escalating shareholder dispute should preserve legally accessible company records before passwords, management authority or document access changes.

Emails, corporate resolutions, accounting reports and registry documents may later become crucial.

Do Not Obtain Evidence Unlawfully

Urgency does not justify unauthorized access to private accounts, hacking, unlawful interception or other illegal evidence-gathering methods.

The evidence strategy should itself remain legally defensible.

Foreign Investors Should Review the Entire Transaction Structure

A dispute may involve the Turkish operating company, a holding company, shareholder loans, pledge agreements, guarantees and cross-border contracts.

The injunction strategy should therefore be coordinated with the entire investment structure.

International Arbitration Clauses Require Special Attention

A shareholders’ agreement may contain an arbitration clause while urgent protection is needed in Turkey.

The relationship between arbitration and interim judicial measures should be examined immediately rather than assuming that the arbitration clause prevents every application to Turkish courts.

Foreign Court and Arbitration Proceedings May Run in Parallel

International corporate disputes can involve proceedings in more than one jurisdiction.

The investor should coordinate the Turkish provisional-relief strategy with foreign litigation or arbitration to avoid inconsistent positions.

What Evidence Should a Foreign Investor Prepare?

A strong emergency file may include:

• Trade registry records and articles of association
• Shareholders’ agreement
• Share certificates or ownership records
• Board and general assembly resolutions
• Bank and accounting records
• Draft sale or transfer agreements
• Emails and corporate correspondence
• Property and asset records
• Valuation reports
• Evidence concerning related parties
• A chronology explaining why the transaction is imminent

The evidence should demonstrate both the underlying right and the danger created by delay.

2026 Practical Strategy for Foreign Investors

When unauthorized company transactions are suspected, speed and precision matter. The investor should first determine exactly what transaction is threatened, who has authority to complete it and which substantive right will be violated. Evidence should then be secured before seeking a narrowly tailored interim measure.

Fırat Fesih Kaya Law Office generally approaches these disputes by separating the problem into corporate authority, shareholder rights, contractual restrictions, asset preservation and potential management liability. Lawyer Fırat Fesih Kaya emphasizes that the injunction request should be connected to a clearly identifiable underlying claim rather than presented merely as a general demand to stop company management.

Frequently Asked Questions

Can a foreign shareholder obtain an injunction against a Turkish company?

Potentially, yes. Foreign nationality does not itself prevent an investor from requesting interim judicial protection where the legal conditions are satisfied.

Can an injunction prevent company property from being sold?

Potentially, depending on the underlying dispute, evidence, urgency and relationship between the property and the right being protected.

Can company bank accounts be frozen?

Provisional measures concerning funds may potentially be available, but an indiscriminate freeze of all accounts may be disproportionate. The requested measure should generally be tailored to the actual risk.

Can an unauthorized share transfer be stopped?

Potentially. The investor should act before the transfer is completed and provide evidence of the disputed right and imminent risk.

Can the injunction be obtained before the main lawsuit?

Potentially, where the legal conditions are satisfied. The applicant must then comply with the procedural requirements governing the substantive action.

What if the majority shareholder controls 51% of the company?

Majority ownership does not provide unlimited authority. Statutory rules, articles of association, corporate procedures and minority rights continue to apply.

Can a shareholders’ agreement support an injunction request?

It can be highly relevant, particularly where the threatened transaction violates reserved-matter, veto or transfer provisions. The precise contractual and corporate consequences must be distinguished.

Can the court stop a transaction with a related company?

Potentially, where the applicant establishes an enforceable underlying right and the conditions for provisional protection. Evidence concerning pricing, control and the commercial purpose of the transaction can be important.

What if the asset has already been transferred?

The investor may need to examine invalidity, restitution, damages, management liability and claims against recipients. Further provisional measures may still be needed to prevent subsequent transfers.

What should a foreign investor do first?

Identify the exact transaction that is about to occur, preserve evidence immediately and determine the substantive corporate or contractual right that requires protection. An effective injunction application should target a concrete and imminent risk rather than merely alleging general mistrust between shareholders.

Client-Focused Legal Support for Foreign Investor Injunctions in Turkey

Foreign investors facing unauthorized company transactions may require urgent legal action involving share transfers, company bank accounts, real estate, machinery, related-party transactions, disputed corporate resolutions, asset stripping, management authority and shareholder rights.

Fırat Fesih Kaya Law Office assists foreign shareholders, international investors and foreign-owned companies in urgent Turkish corporate disputes. Lawyer Fırat Fesih Kaya provides legal assistance in evaluating interim injunctions, protecting company assets, challenging unauthorized corporate transactions, handling shareholder disputes and pursuing director or manager liability where appropriate.

Phone:
+90 312 434 22 22

Mobile:
+90 532 769 22 22

Email:
info@firatfesihkaya.av.tr

Address:
Mevlana Boulevard No:221, Yıldırım Tower, Office No:148
06520 Balgat, Çankaya, Ankara, Turkey