Can a Foreign CEO Be Criminally Liable for Acts Committed by a Turkish Branch Manager? (2026 Updated Guide)

Can a foreign CEO face criminal liability in Turkey for offences allegedly committed by a Turkish branch manager? Learn how personal responsibility, knowledge, instructions, delegation, corporate records and criminal investigations are assessed.

A foreign CEO of an international company may suddenly become involved in a Turkish criminal investigation because of conduct attributed to the manager of the company’s Turkish branch. This can arise in cases involving fraud, bribery allegations, customs offences, tax-related misconduct, document falsification, misuse of company funds, unlawful payments, environmental offences or other corporate activities. However, the fact that an individual is the CEO of the foreign parent company does not automatically make that person criminally responsible for every act committed by a Turkish branch manager. Turkish criminal liability is fundamentally personal. Prosecutors must therefore examine the CEO’s own conduct, knowledge, intention, instructions, participation and legally relevant responsibilities rather than relying solely on corporate title.

Is a Foreign CEO Automatically Responsible for Crimes Committed by a Turkish Branch Manager?

No. Holding a senior corporate position does not by itself establish criminal liability for every unlawful act committed within the organization.

The investigation should determine whether the CEO personally participated in the alleged offence, ordered it, knowingly assisted it or otherwise bears individual criminal responsibility under the provisions applicable to the alleged offence.

Personal Criminal Responsibility Is the Starting Point

A criminal investigation involving a multinational company should distinguish between corporate hierarchy and personal criminal conduct.

A CEO may have broad strategic authority while having no involvement in a particular transaction carried out independently by a local branch manager.

The organizational chart therefore cannot replace evidence of individual conduct.

Why Might Turkish Prosecutors Investigate the Foreign CEO?

A CEO may become a suspect because their name appears on corporate documents, internal approvals, bank mandates, board records, emails or powers of attorney.

Prosecutors may also investigate whether the local manager acted pursuant to instructions from foreign headquarters.

Being investigated, however, is different from being criminally liable.

The CEO’s Actual Role Must Be Established

One of the first defense steps is to define the CEO’s genuine responsibilities.

Was the CEO responsible for global strategy only? Did another executive supervise Turkish operations? Did the branch manager possess independent operational authority? Were particular payments subject to headquarters approval?

These questions can materially affect the investigation.

Did the CEO Give the Instruction?

Direct instructions can be highly important.

If prosecutors allege that the branch manager committed an offence because the CEO instructed them to do so, the investigation should identify the evidence supporting that allegation.

Emails, messages, meeting records and witness statements may become central.

Knowledge Is Not the Same as Instruction

Even where a CEO knew about a commercial transaction, that does not necessarily establish knowledge of an allegedly unlawful element within that transaction.

For example, approving a commercial payment does not automatically prove knowledge that supporting documents were allegedly false.

The required mental element must be assessed according to the particular offence.

Can Approval of a Payment Create Criminal Liability?

Potentially, depending on the circumstances.

The prosecution may examine who initiated the payment, who approved it, what information was available to the CEO, how the payment was described and whether warning signs existed.

The defense should reconstruct the approval process rather than examining the CEO’s signature in isolation.

Corporate Delegation Can Be Important

Multinational companies frequently delegate Turkish operational responsibilities to local management.

Written delegation documents, powers of attorney, job descriptions, internal policies and approval matrices can help demonstrate who actually controlled the disputed activity.

Delegation Does Not Automatically Eliminate Liability

A CEO cannot necessarily avoid personal responsibility merely by pointing to a delegation document if evidence establishes their direct participation in an offence.

The relevant issue remains the CEO’s own conduct.

The Turkish Branch Manager’s Authority Should Be Examined

Determine whether the branch manager could enter contracts, make payments, hire employees, communicate with authorities or approve customs transactions independently.

The greater the manager’s operational autonomy, the more important it becomes to distinguish their actions from those of foreign headquarters.

Review the Branch Manager’s Power of Attorney

A power of attorney can help identify formal authority, but investigators should also examine actual corporate practice.

A manager may exercise greater or narrower authority in practice than the wording of a document initially suggests.

Corporate Emails Can Become Critical Evidence

Investigators may examine communications between the Turkish branch and foreign headquarters.

Emails should be reviewed chronologically and in context. A single sentence extracted from a long commercial discussion may create a misleading impression if the surrounding communications are ignored.

WhatsApp and Other Messages May Also Be Examined

Business communications conducted through messaging applications can become part of a criminal investigation.

The defense should examine authenticity, completeness, participants, dates and context rather than assuming that screenshots accurately represent the complete communication.

Translation Can Affect the Meaning of Corporate Communications

A multinational investigation may involve communications written in English or another language.

Incorrect translation can materially alter the meaning of technical, financial or commercial terminology. Important communications should therefore be compared with their originals.

Who Benefited From the Alleged Crime?

Prosecutors may investigate whether the alleged conduct benefited the Turkish manager personally, the Turkish branch, the foreign parent company or another party.

Financial benefit can be relevant evidence, but benefit alone does not automatically establish the CEO’s criminal intent.

Follow the Money

Bank records may reveal who authorized payments, where funds were transferred and whether money ultimately reached an employee, intermediary, customer, supplier or third party.

A financial reconstruction can be particularly important in corporate fraud and corruption investigations.

Was the CEO Involved in Selecting the Third Party?

If the allegation concerns a consultant, agent, distributor or intermediary, investigators may ask who selected that party and who approved the contract.

The defense should preserve procurement and due-diligence records.

Compliance Systems Can Become Important Evidence

Internal compliance procedures may demonstrate how the company expected transactions to be approved and monitored.

Policies concerning anti-bribery controls, procurement, customs, expense approval, conflicts of interest and financial reporting can help reconstruct the organizational structure.

A Compliance Program Is Not an Automatic Defense

Having policies on paper does not necessarily establish that the CEO lacked involvement in alleged misconduct.

However, genuine compliance structures and documented delegation can provide important context concerning how decisions were actually made.

What If the Branch Manager Violated Company Policy?

This can be highly relevant.

If the manager deliberately bypassed approval requirements, concealed transactions, created false documentation or misled headquarters, the defense should preserve evidence showing those actions.

Internal Audit Findings May Become Important

Audit reports, compliance investigations and accounting records can show when headquarters first became aware of suspicious conduct.

The timeline is crucial because knowledge acquired after an event should not automatically be treated as knowledge before or during the alleged offence.

Do Not Destroy Corporate Records

Once an investigation is anticipated, relevant records should be preserved.

Deleting emails, messages, accounting records or internal reports can create additional evidentiary problems and may seriously damage the company’s position.

Should the Company Conduct an Internal Investigation?

Depending on the seriousness and complexity of the allegations, an appropriately structured internal investigation may help identify what happened.

The investigation should preserve evidence, identify decision-makers and reconstruct the timeline without contaminating witness evidence.

Employee Interviews Should Be Handled Carefully

Statements from employees may later become relevant to the criminal investigation.

Questions should therefore be structured carefully, and employees should not be pressured to provide a particular account.

Can the CEO Be Summoned to Turkey?

Potentially. If Turkish prosecutors consider the foreign CEO relevant to the investigation, procedural measures may be taken according to the CEO’s status and the applicable criminal procedure.

The individual should determine whether they are being contacted as a witness or suspect before responding.

Witness and Suspect Status Are Very Different

A foreign CEO should not assume that a request to provide information is merely informal.

The person’s procedural status affects rights concerning legal representation, questioning and self-incrimination.

Should a Foreign CEO Travel to Turkey During an Investigation?

Travel should be assessed carefully where there is an active criminal investigation.

Before travelling, counsel should determine as far as legally possible whether the individual is subject to a summons, arrest measure, travel-related restriction or other procedural decision.

Can an Arrest Warrant Be Issued?

Potentially, if statutory conditions are satisfied.

A foreign executive should not assume that living abroad prevents Turkish criminal proceedings from continuing.

Can the CEO Give a Statement From Abroad?

Depending on the procedural circumstances, international judicial cooperation or other legally available methods may become relevant.

The appropriate method depends on the investigation and decisions of the competent authorities.

Interpreter Rights Are Important

A foreign suspect who cannot adequately understand Turkish criminal proceedings should ensure that interpretation is provided in accordance with applicable criminal procedure rules.

The individual should not sign a Turkish statement that they do not fully understand.

Never Sign an Incorrectly Translated Statement

Before signing, the CEO should verify that the written record accurately reflects the answers given.

Material translation errors should be corrected immediately and recorded.

Right to Legal Counsel

A foreign CEO investigated as a suspect can obtain legal representation in Turkey.

Corporate criminal investigations often involve substantial documentary and technical evidence, making early defense preparation particularly important.

The Company’s Lawyer and CEO’s Lawyer May Have Different Roles

The interests of the corporation, CEO and branch manager may initially appear aligned but can later diverge.

For example, the company may argue that the branch manager acted independently, while the manager may claim that headquarters instructed the conduct.

Potential conflicts should therefore be identified early.

Can the Branch Manager Blame the CEO?

Yes, a local manager may claim that they merely followed instructions.

That allegation should be tested against objective evidence such as emails, approval systems, financial records, job descriptions and other communications.

A statement by one suspect should not automatically be treated as conclusive proof against another.

Can a Single Employee Statement Be Enough?

The evidentiary value depends on the entire case.

Where an accusation comes from a person who may have an interest in shifting responsibility, the defense should examine consistency, motive and corroborating evidence carefully.

Board Minutes May Help Establish Responsibility

Board or executive committee records may show which decisions were actually escalated to senior management.

They can also demonstrate that the disputed transaction never reached the CEO.

Signature Authority Does Not Equal Criminal Intent

A CEO’s signature on a corporate authorization may establish formal involvement in a process but does not automatically prove awareness of every underlying factual detail.

The prosecution must still establish the elements required for the alleged offence.

Can the Foreign Parent Company Be Affected?

Even where criminal liability is personal, allegations involving company activities can create separate consequences for corporate assets, licenses, contracts, reputation or other legally relevant interests depending on the offence.

Corporate and individual defense strategies should therefore be coordinated.

Customs Offences Require Special Attention

If the Turkish branch manager allegedly submitted false customs documents, declared an incorrect origin, concealed value elements or engaged in smuggling-related conduct, investigators may examine whether foreign headquarters knew of or directed the customs practice.

The CEO’s involvement should be analyzed transaction by transaction.

Tax-Related Allegations Require Separate Analysis

Where the case concerns tax or accounting conduct, determine which officers actually prepared, reviewed and approved the relevant records.

Senior corporate status alone should not substitute for evidence of participation.

Bribery and Corruption Allegations Can Create Wider Exposure

Payments to public officials, intermediaries or consultants require immediate investigation.

Foreign companies may also face legal exposure in jurisdictions outside Turkey, making coordination of the defense particularly important.

Fraud Allegations Often Depend on Intent

Commercial disputes should not automatically be transformed into criminal fraud allegations.

Where the disputed conduct arose from contractual performance, accounting disagreements or business judgment, the defense should distinguish commercial failure from intentional deception.

Document Falsification Allegations Require Forensic Review

If prosecutors claim that invoices, certificates or corporate records were forged, determine who created, modified, approved and submitted the document.

A CEO who never saw or approved the document should not automatically be associated with its creation merely because it benefited the company.

Digital Evidence Should Be Preserved

Emails, server records, access logs and document metadata may establish who created or modified a file.

Digital forensic evidence can therefore be important in distinguishing the actions of local personnel from foreign executives.

The Defense Should Build a Decision-Making Map

Prepare a clear chart showing who proposed, reviewed, approved, executed and recorded the disputed transaction.

This can be one of the most effective ways to separate corporate hierarchy from actual criminal conduct.

Prepare a Chronology

Create a detailed timeline covering the disputed transactions, internal approvals, communications, payments, audits and the date on which senior management first learned of the alleged problem.

Chronology can expose inconsistencies in accusations.

Evidence Showing Lack of Knowledge Should Be Preserved

Relevant evidence may include delegation documents, approval matrices, email records, audit trails, board minutes, compliance reports and testimony from responsible personnel.

Evidence Showing Corrective Action Can Also Matter

If headquarters discovered misconduct and immediately stopped payments, suspended an employee, initiated an audit or reported irregularities internally, preserve those records.

Corrective action does not erase earlier criminal responsibility if it existed, but it can help establish the actual timeline and knowledge of senior management.

Frequently Asked Questions

Is a foreign CEO automatically criminally liable for a Turkish branch manager’s crime?

No. Criminal liability must be assessed personally according to the CEO’s own conduct and the elements of the alleged offence.

Can the CEO be investigated even if they live outside Turkey?

Potentially, where Turkish authorities consider the individual connected with an offence under Turkish jurisdiction.

Does being the company’s highest-ranking executive create automatic liability?

No. Corporate title alone does not establish personal criminal responsibility.

What if the CEO approved the transaction?

Approval may be relevant, but investigators must examine what was approved, what information the CEO possessed and whether the required criminal intent or other elements are established.

What if the branch manager acted outside their authority?

Evidence that the manager concealed or independently committed the conduct can be highly relevant to the CEO’s defense.

Can emails between headquarters and the branch be used as evidence?

Potentially. Their authenticity, completeness, context and translation should be examined carefully.

Can the branch manager’s accusation alone prove the CEO’s guilt?

The accusation must be assessed together with the entire evidentiary record. Motive, consistency and independent corroboration can be important.

Should the CEO travel to Turkey after learning about the investigation?

The procedural status and existence of any summons, warrant or restriction should be evaluated before travel.

Should the CEO and branch manager use the same lawyer?

Potential conflicts of interest should be considered carefully, particularly where responsibility may be attributed from one individual to another.

What should a foreign CEO do immediately after learning about a Turkish criminal investigation?

Determine their procedural status, preserve corporate and digital evidence, reconstruct the decision-making chain, identify the branch manager’s actual authority, review communications and financial records, avoid uninformed travel decisions and obtain Turkish criminal defense representation before providing substantive statements.

Client-Focused Legal Support for Foreign CEOs and International Companies

Criminal investigations involving multinational companies can raise complex questions concerning personal liability of executives, branch-manager authority, corporate delegation, financial transactions, digital evidence, customs offences, fraud allegations, document falsification and cross-border criminal procedure.

Fırat Fesih Kaya Law Office assists foreign executives, international companies and foreign investors facing criminal investigations and related proceedings in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in determining the executive’s procedural status, preparing criminal defense strategy, examining corporate and digital evidence, challenging allegations based solely on managerial title and representing foreign executives before Turkish investigative and judicial authorities.

Phone: +90 312 434 22 22

Mobile: +90 532 769 22 22

Email: info@firatfesihkaya.av.tr

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