Foreign Board Member Did Not Know About Illegal Company Activity in Turkey: Can They Still Be Prosecuted? (2026 Updated Guide)

Can a foreign board member be prosecuted in Turkey for illegal activity carried out by a company without their knowledge? Learn how personal criminal liability, knowledge, intent, delegation, signatures and corporate records affect the defense.

A foreign board member may discover a criminal investigation in Turkey even though they claim they had no knowledge of the illegal activity allegedly carried out by the company, its executives or employees. This situation is particularly common in multinational companies where foreign directors participate in strategic management while day-to-day operations, accounting, banking, customs, tax, procurement or regulatory matters are handled locally. Board membership alone does not automatically establish criminal responsibility for every offense committed within a company. Criminal liability generally requires an individualized assessment of the person’s own conduct, authority, knowledge, intent and participation. However, the title “foreign board member” does not itself provide immunity. The investigation may examine what the director knew, what they approved, what they signed and whether the alleged offense can legally be attributed to their personal conduct.

Can a Foreign Board Member Be Prosecuted in Turkey?

Yes. A foreign board member can be investigated or prosecuted where Turkish authorities believe that the person personally participated in, directed, approved, facilitated or otherwise bears criminal responsibility for conduct constituting an offense under Turkish law.

The critical issue is not simply whether the person appears in the company’s corporate records. The prosecution must establish the legal and factual basis for individual criminal responsibility.

Does Being a Board Member Automatically Create Criminal Liability?

Not generally.

A company may employ hundreds or thousands of people and conduct numerous transactions without every board member having personal knowledge of each activity. Corporate title and criminal responsibility should therefore be distinguished.

The investigation should identify the specific conduct allegedly attributable to the foreign director.

Criminal Liability Is Personal

One of the fundamental principles of Turkish criminal law is the personal nature of criminal responsibility. A person should not be punished merely because another individual committed an offense while working for the same company.

For a foreign board member, this makes individualized evidence particularly important.

What Must Prosecutors Establish?

The required elements depend on the alleged offense. The investigation may examine whether the director personally ordered the conduct, approved the transaction, signed relevant documents, knowingly facilitated the activity, participated in a common criminal plan or otherwise satisfied the elements required for the specific offense.

A generic allegation that “the defendant was a board member” should therefore be separated from evidence of actual participation.

What If the Board Member Truly Knew Nothing?

Lack of knowledge can be a central defense where the alleged offense requires intent or another mental element that cannot be established without awareness of the relevant facts.

However, simply stating “I did not know” is usually not enough. The defense should explain the company’s governance structure and demonstrate why the matter was outside the director’s actual responsibilities.

Corporate Governance Records Can Be Critical

Board resolutions, internal regulations, signature circulars, organizational charts, delegation documents, job descriptions and internal policies may demonstrate how authority was distributed within the company.

These records can help answer an essential question: Who actually controlled the activity under investigation?

Determine the Foreign Director’s Actual Role

A foreign board member may be responsible primarily for investment strategy, international operations, financing or group-level supervision while local executives control Turkish daily operations.

The defense should document the director’s actual function rather than relying solely on the formal title appearing in the trade registry.

Executive and Non-Executive Roles Should Be Distinguished

A director actively managing daily business presents a different factual situation from a board member whose role is limited to oversight or strategic decisions.

Meeting records, correspondence, authorization structures and operational records can help establish the distinction.

Delegation of Authority Can Be Important

If operational responsibilities were lawfully delegated to managers or other executives, the delegation should be documented.

The defense should identify precisely which responsibilities were delegated, to whom, when and how the arrangement operated in practice.

Delegation Does Not Automatically Eliminate Every Risk

A board member cannot necessarily defeat every allegation merely by producing a delegation document. Investigators may examine whether the director remained personally involved, knew about the unlawful conduct or subsequently approved it.

The practical operation of the company can therefore be as important as formal paperwork.

Signature Authority Must Be Examined

A director’s signature on a disputed document can become significant evidence, but the meaning of the signature should be analyzed carefully.

Was the document personally reviewed? Was the signature part of a routine corporate approval process? Did the director understand the underlying transaction? Was the document presented in another language? What information accompanied the request for approval?

These questions can materially affect the defense.

A Signature Does Not Automatically Prove Criminal Intent

Signing a commercial or corporate document may establish involvement in a transaction, but criminal intent should not automatically be inferred from the existence of a signature alone.

The content of the document and surrounding circumstances must be examined.

Electronic Approvals Can Also Become Evidence

Investigators may examine email approvals, enterprise software records, electronic signatures, banking approvals and internal messaging platforms.

Foreign directors should preserve the complete context rather than producing isolated messages.

Emails Can Establish or Refute Knowledge

Email correspondence may show that a director knew about a disputed transaction. It can equally demonstrate that the director was excluded from the relevant communications or received materially different information.

Preserve complete email chains, attachments and dates.

WhatsApp and Other Messages May Become Relevant

Corporate communications through messaging applications can become evidence in criminal proceedings. Messages should be examined in context, particularly where translations or technical terminology could alter their apparent meaning.

Board Minutes Can Be Powerful Evidence

Board minutes may establish whether the disputed activity was ever presented to the board, whether the foreign director attended the meeting and what decisions were actually made.

The absence of the transaction from board discussions may also be relevant depending on the circumstances.

What If Local Management Concealed the Activity?

This can be an important defense issue.

If Turkish managers or employees deliberately concealed unlawful activity from foreign board members, preserve evidence demonstrating the concealment. False internal reports, manipulated accounting information, unauthorized payments or communications intentionally excluding the board may be particularly important.

Unauthorized Employee Conduct Does Not Automatically Implicate Directors

Employees sometimes act beyond their authority or contrary to corporate policies.

The investigation should distinguish between conduct authorized by the company and conduct undertaken independently by an employee.

Internal Compliance Systems May Help the Defense

Existing compliance policies, approval procedures, audit mechanisms and reporting systems may demonstrate how the company attempted to prevent unlawful conduct.

The usefulness of these materials depends on whether they genuinely operated in practice.

Internal Audit Reports Should Be Preserved

If an internal audit discovered the irregularity, preserve the complete report and evidence showing what happened afterward.

Prompt investigation and corrective action can become relevant to understanding the director’s knowledge and conduct.

What If the Director Learned About the Activity Later?

The timing of knowledge is crucial.

A person who first discovers misconduct after it occurred should not automatically be treated as having known about it when it was committed. Investigators should establish when the director actually became aware of the relevant facts.

Actions After Discovery Can Still Matter

Once a director becomes aware of suspected illegality, subsequent conduct may become relevant. Attempts to conceal evidence, create false records or obstruct an investigation can create additional legal problems.

The company should therefore obtain legal advice promptly when misconduct is discovered.

Do Not Delete Corporate Records

Emails, messages, accounting records, board documents and electronic data should be preserved once an investigation is anticipated.

Deleting information after learning of a criminal investigation can seriously damage the defense and may create additional issues.

What If the Foreign Board Member Lives Outside Turkey?

Living abroad does not automatically prevent a Turkish criminal investigation.

The director should determine whether they are formally identified as a suspect, whether a statement has been requested and whether any judicial measures affect travel to Turkey.

Do Not Travel to Turkey Without Checking the Case

If the foreign director learns of an investigation while abroad, the procedural status should be reviewed before travel.

The existence of a summons, detention measure, arrest warrant or another judicial decision can materially affect what happens at the border.

Can a Lawyer Review the Investigation File?

Depending on the procedural stage and any applicable restrictions, defense counsel can examine the criminal file and determine the allegations, available evidence and procedural status.

This should generally occur before the director gives a substantive statement whenever possible.

The Director Has the Right to Defense Counsel

A foreign suspect is entitled to exercise defense rights under Turkish criminal procedure. A director questioned about complex company transactions should understand the allegations before providing detailed explanations.

Interpreter Rights Are Particularly Important

A foreign board member who cannot adequately understand Turkish should not sign a statement they do not understand.

Accurate interpretation is especially important in corporate crime cases involving accounting, customs, banking or technical terminology.

Do Not Sign an Incorrect Turkish Statement

The director should ensure that the written record accurately reflects what was said through the interpreter.

Errors concerning knowledge, authority, approval or dates can materially alter the meaning of the defense.

The Right to Remain Silent May Be Relevant

A suspect has procedural rights concerning statements. The decision whether and how to provide a substantive explanation should be made after understanding the accusation and available evidence.

Prepare a Corporate Responsibility Map

A particularly useful defense tool is a detailed responsibility matrix showing:

• board members and their functions,
• local executives,
• signature authorities,
• financial approval limits,
• department responsibilities,
• reporting lines,
• delegated authorities,
• responsible personnel for the disputed transaction.

This helps move the investigation away from job titles and toward actual conduct.

Identify Who Initiated the Transaction

For each disputed payment, contract, customs declaration, invoice or corporate act, determine who initiated it, who prepared the documents, who approved it and who executed it.

A transaction-by-transaction analysis can be substantially more persuasive than a general denial.

Banking Records Can Be Important

Where the alleged crime concerns company funds, determine who had online banking access, payment authorization and approval rights.

A board member who lacked banking authority may have a materially different position from the executive who controlled the account.

Accounting Records Should Be Examined

Accounting entries can identify who created or approved transactions and whether the alleged activity was visible in ordinary reporting.

The defense should compare accounting records with information actually presented to the board.

Customs Cases Require Individualized Analysis

Where the underlying allegation concerns smuggling, incorrect customs declarations, origin, valuation or import documentation, investigators may examine who instructed the customs broker and who supplied the disputed information.

A foreign board member should not automatically be treated as responsible merely because the company was the importer.

Fraud Cases Require Evidence of Personal Participation

If the company is accused of fraud, investigators should determine who made the allegedly deceptive representation, who communicated with the alleged victim and who obtained or controlled the benefit.

Corporate position alone does not answer those questions.

Financial Crime Investigations Can Be Broader

Money laundering, fraudulent transfers and other financial investigations can involve extensive examination of bank accounts and corporate relationships.

The foreign director’s knowledge of the underlying transactions remains a central factual issue.

Can Company Shares or Personal Assets Be Affected?

Depending on the alleged offense and judicial decisions issued during the investigation, measures concerning property may potentially arise.

Any seizure or restriction should be examined separately because criminal liability and asset-preservation measures involve distinct legal questions.

Can the Director Be Subject to a Travel Restriction?

Judicial control measures may potentially be imposed depending on the circumstances of a criminal investigation. If travel is commercially important, any restriction should be addressed promptly through the available procedural mechanisms.

What If Prosecutors Rely Only on the Trade Registry?

A defense should emphasize the difference between formal corporate status and evidence establishing the elements of the alleged offense.

Trade-registry records may establish that a person was a director. They do not, by themselves, necessarily establish what the director knew or did.

What If Another Director Accuses the Foreign Board Member?

The statement should be tested against objective evidence.

Emails, board minutes, bank records, signature authorities and operational documents may confirm or contradict the accusation.

A Single Accusation Should Be Examined Carefully

The credibility, consistency and possible interests of an accusing manager or employee should be investigated. A person facing their own criminal exposure may have reasons to shift responsibility.

Independent Evidence Is Important

Where possible, the defense should rely on objective corporate records rather than only competing witness statements.

Digital logs, banking records, meeting minutes and signed authority documents can be particularly valuable.

Internal Investigation May Be Necessary

For complex corporate allegations, the company may need to reconstruct events independently.

The investigation should preserve evidence and identify responsibilities without contaminating witness accounts or altering records.

Separate the Company’s Defense From the Director’s Defense

The interests of the company and individual directors are not always identical.

A company may seek to attribute misconduct to an employee or director, while the individual may argue that systemic failures or another executive caused the problem.

Potential conflicts of interest should therefore be identified early.

Foreign Parent Company and Turkish Subsidiary Should Be Distinguished

A foreign board member appointed by an international parent company may have limited involvement in the Turkish subsidiary’s daily operations.

Corporate records should demonstrate the relationship and actual allocation of management responsibilities.

What Evidence Should a Foreign Board Member Collect?

Important materials may include board minutes, delegation documents, signature circulars, organizational charts, job descriptions, emails, compliance policies, audit reports, bank-authority records, accounting reports, travel records and communications concerning the disputed transactions.

Evidence should be preserved in its original form.

Can Lack of Knowledge Lead to Acquittal?

Potentially, where the prosecution cannot establish the mental and factual elements required for the alleged offense.

The outcome depends on the specific crime and evidence. The defense should therefore demonstrate lack of knowledge through objective records rather than relying exclusively on the director’s statement.

Can the Investigation End Before Trial?

Depending on the evidence and procedural stage, prosecutors may conclude that the legal requirements for prosecution are not satisfied.

A well-documented defense presented during the investigation can therefore be important before an indictment is issued.

Immediate Defense Strategy for a Foreign Board Member

A foreign director who learns of a Turkish criminal investigation should first determine their formal procedural status and the exact accusation. Counsel should then examine the available investigation file, preserve corporate and electronic evidence, map management responsibilities, identify signature and banking authority, reconstruct the disputed transactions, establish when the director first learned of the conduct and prepare any statement carefully with qualified interpretation where necessary.

The central objective should be to replace the broad proposition “the person was a board member” with the much more legally relevant questions: What did the person actually do? What authority did they possess? What did they know? When did they know it? What evidence proves personal participation?

Frequently Asked Questions

Can a foreign board member be prosecuted for a crime committed by the company?

Potentially, but board membership alone does not automatically establish personal criminal liability. The person’s own conduct and the elements of the alleged offense must be examined.

Is saying “I did not know” sufficient?

Usually not by itself. Corporate records should be used to demonstrate the person’s actual responsibilities and lack of knowledge.

Can delegation protect a board member?

Delegation can be important evidence concerning responsibility, but its legal effect depends on the offense, scope of delegation and actual conduct of the director.

Does signing a document automatically make the director criminally liable?

No. The nature of the document, information available to the director, circumstances of the signature and elements of the alleged crime must be considered.

What if local managers concealed the illegal activity?

Evidence of deliberate concealment can be highly relevant to whether the foreign director possessed the required knowledge.

Can the director be investigated while living abroad?

Yes. Residence outside Turkey does not automatically prevent a Turkish criminal investigation.

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

The procedural status should be checked first, particularly whether any summons, detention decision, arrest warrant or travel-related measure exists.

Can a foreign director use an interpreter?

A foreign suspect who does not sufficiently understand Turkish should exercise applicable interpretation rights so that statements and procedural documents are understood accurately.

What evidence is most important?

Board resolutions, delegation documents, emails, organizational charts, signature authorities, bank-access records and transaction-specific evidence can be particularly important.

What is the most important defense principle?

Criminal responsibility should be individualized. The defense should require the investigation to move beyond the person’s corporate title and establish what the foreign board member personally knew, approved, ordered or participated in.

Client-Focused Legal Support for Foreign Directors Facing Criminal Investigations in Turkey

Criminal investigations involving foreign directors can create serious risks concerning police and prosecutor statements, detention, arrest, travel restrictions, company records, bank transactions, customs matters, fraud allegations, asset seizures and personal criminal liability. Fırat Fesih Kaya Law Office assists foreign board members, executives, investors and international companies facing criminal investigations in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in reviewing investigation files, preparing statements and defense evidence, analyzing corporate authority and delegation structures, challenging coercive measures and representing foreign executives during criminal proceedings.

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