Can a Foreign Shareholder Inspect Accounting Records of a Turkish Company? (2026 Updated Guide)

Can a foreign shareholder inspect the accounting records of a Turkish company? Learn about shareholder information and inspection rights, financial statements, company books, management refusal, court remedies and evidence preservation.

A foreign shareholder investing in a Turkish company may become concerned after management stops providing financial information, refuses to disclose bank movements, gives incomplete explanations about related-party transactions or prevents access to accounting records. The fact that the shareholder is foreign does not, by itself, eliminate shareholder information and inspection rights. However, the scope and method of exercising those rights depend significantly on the type of company, the information requested, the shareholder’s legal position and the reason management gives for refusing disclosure.

A shareholder should therefore avoid treating the issue as a general right to enter the company’s office and freely examine every document. Turkish corporate law establishes structured information and inspection mechanisms, and the strategy should be adapted particularly according to whether the company is a joint-stock company or a limited liability company.

Do Foreign Shareholders Have Information Rights in Turkey?

Yes. A shareholder’s foreign nationality does not generally prevent the exercise of shareholder rights arising from ownership of shares in a Turkish company. A foreign investor can therefore seek to exercise the information, examination and other corporate rights available under the applicable company structure.

The more important question is not nationality but what information is requested and through which legal mechanism it should be obtained.

Joint-Stock Companies and Limited Liability Companies Must Be Distinguished

This distinction is fundamental. Turkish corporate legislation does not regulate information and inspection rights identically for every company type.

A foreign shareholder should first establish whether the investment is held in a joint-stock company or a limited liability company before sending a formal demand.

Information Rights in a Joint-Stock Company

In a joint-stock company, shareholders have statutory mechanisms for obtaining information about company affairs. Financial statements, consolidated financial statements where applicable, annual reports and audit-related materials can be particularly important.

Questions may also be raised within the general assembly framework concerning company affairs and financial matters.

However, this does not mean that an individual shareholder has an unrestricted right to inspect every accounting record whenever requested.

Can a Shareholder Inspect the Company’s Commercial Books?

Inspection of commercial books and company correspondence in a joint-stock company is subject to specific legal conditions. Consequently, a demand such as “send me every accounting record for the last five years” should not automatically be treated as an unconditional statutory entitlement.

The request should instead identify the legal basis, relevant corporate event and documents necessary to investigate the shareholder’s concern.

Information Rights in a Limited Liability Company

The position can be particularly important for shareholders of limited liability companies. Turkish company law provides shareholders with information and inspection mechanisms concerning company affairs and accounts.

Where a shareholder suspects unexplained payments, related-party transactions or misuse of company assets, these rights can become an important corporate-control mechanism.

Can Management Refuse the Request?

A refusal may be possible under legally recognized circumstances, but management should not assume that a vague reference to “company confidentiality” defeats every shareholder request.

The justification should be evaluated against the particular company type, information requested and applicable statutory rules.

Trade Secrets Can Become Relevant

Shareholder information rights coexist with legitimate company interests concerning confidential business information and trade secrets.

The existence of confidentiality does not necessarily eliminate the shareholder’s rights altogether. The legal question is whether the requested disclosure creates a legally relevant risk and whether the refusal satisfies the applicable requirements.

What Accounting Documents Should a Shareholder Request?

A shareholder investigating suspected financial irregularities should make a focused request. Depending on the circumstances, relevant records may include:

financial statements, general ledger records, relevant journal entries, bank-account movements, shareholder current accounts, related-party transactions, invoices, loan agreements, management payments, asset transfers, dividend records and supporting documents for material transactions.

A targeted request is generally more effective than demanding every document held by the company.

Can a Foreign Shareholder Request Bank Statements?

Bank movements can be highly relevant where company funds are suspected of being transferred improperly. Whether and how the shareholder can directly obtain or inspect particular bank records depends on the corporate structure and procedural route.

The shareholder should identify suspicious transactions, dates and counterparties wherever possible.

Related-Party Transactions Require Particular Attention

A common shareholder dispute arises when the controlling shareholder or director transfers company funds to another company under their control.

The accounting records should be reviewed for payments to shareholders, directors, relatives, affiliated companies and businesses sharing common ownership.

The legal characterization of those payments depends on their actual commercial basis.

Shareholder Current Accounts Should Be Examined

Large balances involving shareholders can reveal loans, withdrawals, capital-related transactions or other financial relationships between the company and its owners.

The shareholder should examine not merely the accounting label but also the underlying payment and contractual documentation.

Can Majority Shareholders Hide Records From Minority Shareholders?

Holding a majority of the shares does not mean that the majority shareholder personally owns company assets or can disregard statutory shareholder rights.

The company has a separate legal personality, and corporate decision-making remains subject to mandatory rules, the articles of association and applicable shareholder protections.

What If the Shareholder Is Completely Excluded From Management?

Exclusion from management does not necessarily eliminate shareholder rights.

This situation is especially important where the foreign investor initially participated in management but later loses signature authority, access to company systems, accounting information or banking visibility.

The shareholder should preserve evidence showing when and how access was restricted.

Review the Articles of Association

The company’s articles may contain provisions concerning management, information flows, board representation, reserved matters or internal corporate procedures.

These provisions should be reviewed together with mandatory statutory rights.

Review the Shareholders’ Agreement

Foreign investments frequently involve a separate shareholders’ agreement.

It may provide broader contractual information rights than those available under general company law, such as monthly management accounts, budgets, audit access, bank reporting or inspection by an independent accountant.

A refusal may therefore constitute both a corporate-law problem and a contractual breach.

Can the Shareholder Appoint an Independent Accountant?

This depends on the legal and contractual basis. A shareholder should not assume that an external accountant can simply enter company premises and access confidential records.

However, an independent financial expert may become extremely useful once lawful access to relevant records has been obtained or where examination occurs through litigation.

General Assembly Rights Should Not Be Ignored

Shareholders should use general assembly procedures strategically. Financial statements, management activities and important transactions can be questioned through the mechanisms applicable to the company.

Questions and refusals should be properly documented.

Put the Request in Writing

A foreign shareholder should generally avoid relying solely on telephone conversations or informal messages.

A written request creates evidence showing what was requested, when it was requested and how management responded.

Be Specific About the Period and Transactions

Instead of requesting “all company documents,” identify the relevant period and issue.

For example, the shareholder may request records concerning a major asset sale, payments to an affiliated company or transactions involving a particular director.

Specificity makes it more difficult for the dispute to be diverted into arguments about an excessively broad request.

Preserve Evidence of Refusal

Keep emails, correspondence, meeting minutes, formal notices and messages demonstrating that access was requested and refused.

If management gives different explanations at different times, preserve each response.

What If Management Simply Ignores the Request?

Silence should not automatically end the matter. The shareholder should determine the next corporate or judicial remedy available under the applicable company type.

Formal notice may become important before litigation.

Can a Shareholder Apply to Court?

Potentially, yes. Turkish company law contains judicial mechanisms connected with shareholder information and inspection rights. The precise procedure depends particularly on the company type and how the statutory right was exercised or refused.

Procedural timing can be important, so a shareholder should not allow a refusal to remain unanswered indefinitely.

Court Proceedings Should Be Based on a Clear Document Trail

The shareholder should ideally be able to show the shareholding relationship, request for information, subject of the request, management’s response or refusal and why the information is relevant.

This makes the dispute considerably more concrete.

What If Accounting Records May Be Destroyed?

If there is a genuine risk that evidence will disappear, evidence-preservation and other urgent procedural measures should be considered under the circumstances.

The shareholder should identify precisely which records are at risk.

Electronic Accounting Evidence Is Important

Modern corporate accounting disputes frequently involve electronic accounting systems, online banking records, electronic invoices, emails, cloud records and enterprise software.

Evidence preservation should therefore extend beyond paper accounting books.

Can the Shareholder Demand an Audit?

The availability of audit-related mechanisms depends on the company structure, circumstances and applicable statutory requirements.

Where suspected misconduct is serious, ordinary information rights may form only one part of a broader strategy involving corporate resolutions, audit mechanisms, director liability or litigation.

Special Audit Mechanisms May Become Relevant

In a joint-stock company, circumstances involving unanswered shareholder questions or suspected irregularities may potentially raise the issue of a special audit under the statutory framework.

Whether the requirements are satisfied must be assessed according to the specific case.

Accounting Inspection May Reveal Director Liability

If records show unauthorized payments, misuse of company assets, transactions contrary to corporate interests or breaches of management duties, potential liability of directors or managers may need to be examined.

The information request can therefore become the first stage of a wider shareholder dispute.

Unauthorized Related-Party Payments

Payments to companies controlled by directors or majority shareholders should be examined carefully.

The company should be able to demonstrate the legal and commercial basis for substantial transfers.

Company Assets Are Not the Majority Shareholder’s Personal Assets

A controlling shareholder cannot treat the company’s bank account as a personal account merely because they hold most of the shares.

Transactions should have a legitimate corporate basis and comply with applicable corporate duties.

What If Company Records Appear to Be Falsified?

If the shareholder obtains evidence suggesting that minutes, invoices, accounting entries or other corporate records have been falsified, the matter can move beyond an ordinary information dispute.

Civil, corporate and potentially criminal implications should then be assessed separately.

Do Not Secretly Access Company Systems

A shareholder should not assume that ownership of shares authorizes unauthorized access to passwords, employee email accounts, banking systems or protected databases.

Evidence should be obtained through lawful corporate and procedural mechanisms.

Can the Shareholder Request Records From the Accountant Directly?

The company’s external accountant or financial adviser does not necessarily owe the individual shareholder an unrestricted obligation to disclose company information directly.

The correct route should be determined according to the corporate structure, authority arrangements and applicable legal process.

What If the Foreign Shareholder Lives Outside Turkey?

Physical absence does not necessarily prevent the shareholder from protecting corporate rights.

Legal representation can be arranged for formal notices, corporate proceedings and litigation where an appropriate power of attorney is provided.

Language Should Not Become an Information Barrier

If company records are in another language or the shareholder cannot understand the accounting documentation, professional translation and financial analysis may be required.

The shareholder should avoid signing approvals or releases concerning accounts that have not been properly reviewed.

Be Careful When Approving Financial Statements

A shareholder already concerned about hidden transactions should examine the consequences before voting to approve financial statements, management activities or releases at a general assembly.

Corporate resolutions can have important legal effects.

What If Dividends Are Not Distributed?

Failure to receive dividends does not by itself prove financial misconduct. The shareholder should review profitability, reserves, previous resolutions, financial statements and how company resources have actually been used.

If profits exist but funds are being diverted elsewhere, the issue may require deeper investigation.

Foreign Investor Disputes Often Require More Than Accounting Access

A refusal to provide financial records can sometimes be a symptom of a larger conflict: exclusion from management, dilution, unauthorized capital increases, transfer of customers, related-party transactions or attempts to force the foreign investor to sell shares cheaply.

The entire corporate structure should therefore be reviewed.

Consider Injunctive Relief Where Necessary

If the shareholder discovers an imminent asset transfer, disposal of significant property or another transaction that may cause difficult-to-reverse harm, urgent judicial protection may need to be evaluated separately from the accounting-information claim.

Preserve Corporate Registry Records

Collect current and historical information concerning directors, managers, representation authority, capital changes and corporate resolutions.

These records can help reconstruct when control of the company changed.

Review the Company’s Financial History

A useful investigation usually compares several periods rather than examining one isolated balance sheet.

Look for sudden increases in receivables from shareholders, unexplained expenses, related-party balances, unusual loans, asset disposals and changes in cash position.

Prepare a Transaction Map

Where substantial sums are involved, prepare a chronology showing:

company payment → recipient → stated purpose → supporting invoice or agreement → related-party connection → accounting treatment.

This can reveal patterns that ordinary financial statements conceal.

Can the Shareholder Seek Compensation?

If unlawful conduct has caused damage to the company or shareholder, potential compensation claims may arise depending on the conduct, responsible parties and nature of the loss.

The information obtained from accounting records may become central evidence.

2026 Practical Strategy for Foreign Shareholders

A foreign shareholder denied access to financial information should first identify the company type and applicable statutory rights, review the articles of association and shareholders’ agreement, define the accounting information required, submit a documented request, preserve any refusal, use available corporate mechanisms and evaluate judicial enforcement without unnecessary delay.

Where there are indications of asset diversion or related-party abuse, the shareholder should simultaneously preserve bank, accounting, registry and electronic evidence rather than treating the matter merely as a request for copies of financial statements.

Frequently Asked Questions

Does a foreign shareholder have fewer information rights than a Turkish shareholder?

Foreign nationality does not, by itself, generally eliminate shareholder information and inspection rights arising from shares in a Turkish company.

Can a shareholder inspect every accounting record whenever they want?

Not necessarily. The scope and procedure depend particularly on the company type and applicable statutory rules.

Can management refuse access by claiming trade secrets?

Confidentiality can be legally relevant, but a general reference to trade secrets does not automatically resolve every shareholder information request.

Can a shareholder inspect bank transactions?

Bank transactions may be relevant to a legitimate financial investigation, but the method of obtaining or inspecting them depends on the shareholder’s legal rights and procedural route.

What if management refuses to provide any information?

The shareholder should document the refusal and evaluate the corporate and judicial remedies available under the applicable company structure.

Can a foreign shareholder use a lawyer in Turkey to request the documents?

Yes, subject to proper authorization and the procedural requirements applicable to the particular action.

Can accounting records reveal claims against directors?

Yes. Records may reveal transactions potentially relevant to director or manager liability, related-party dealings or misuse of company assets.

What if records are likely to be deleted or destroyed?

Urgent evidence-preservation or other judicial measures may need to be evaluated according to the circumstances.

Does a shareholders’ agreement provide additional rights?

Potentially. It may provide contractual reporting, audit or inspection rights broader than ordinary statutory arrangements.

What should the foreign shareholder do first?

Identify whether the company is a joint-stock or limited liability company, define the exact accounting information needed and create a formal written record of the information request. If management refuses disclosure, the applicable judicial remedy should be assessed promptly rather than allowing the dispute to continue through informal correspondence.

Client-Focused Legal Support for Foreign Shareholder Information and Accounting Disputes

Foreign shareholders can face serious risks when they are excluded from management, denied accounting information, prevented from reviewing financial records or concerned about related-party transfers and misuse of company assets. Fırat Fesih Kaya Law Office assists foreign investors and shareholders in Turkish corporate disputes involving information and inspection rights, accounting records, general assembly proceedings, shareholder exclusion, director and manager liability, related-party transactions and urgent judicial protection. Lawyer Fırat Fesih Kaya provides legal assistance in reviewing corporate records, preparing formal information requests, evaluating financial irregularities and pursuing appropriate corporate and judicial remedies.

Phone:
+90 312 434 22 22

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+90 532 769 22 22

Email:
info@firatfesihkaya.av.tr

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