Company Customers Transferred to a Shareholder’s New Business in Turkey: Unfair Competition and Liability (2026 Updated Guide)

A shareholder transfers company customers to a new competing business in Turkey. Learn about unfair competition, confidentiality, fiduciary duties, damages, injunctions and legal remedies available to companies and other shareholders.

A serious corporate dispute can arise when a shareholder establishes or joins another business and begins transferring the existing company’s customers to the new enterprise. The situation becomes particularly significant when customer lists, pricing information, commercial contacts, quotations, contracts, confidential data or the shareholder’s position inside the original company are used to redirect business. Under Turkish law, the conduct may create issues involving unfair competition, breach of confidentiality, corporate duties, trade secrets, contractual liability, damages and urgent interim measures. However, the fact that a shareholder starts another company or competes with the original business does not automatically establish liability in every case. The method used to obtain customers, the shareholder’s position in the company, contractual restrictions and evidence of diversion must be examined carefully.

Can a Shareholder Establish a Competing Business in Turkey?

The answer depends on the circumstances. Being a shareholder does not automatically create the same obligations in every type of company or corporate position. A shareholder who is also a director, manager, employee or party to a shareholders’ agreement may be subject to additional duties and contractual restrictions.

The first step is therefore to identify every legal capacity held by the person concerned.

Customer Diversion Can Create Unfair Competition Liability

Competition itself is generally part of commercial life. The legal problem arises when competition is conducted through methods contrary to legally protected standards of honest commercial conduct.

Using confidential information, misleading customers, exploiting another company’s internal business organization or inducing breaches of existing contractual relationships may materially change the analysis.

Establishing a New Company Is Not Enough by Itself

A shareholder’s registration of a new company does not automatically prove that customers were unlawfully transferred.

The original company should establish what actually occurred after the new business was created.

Evidence should focus on particular customers, communications, quotations, contracts and transactions rather than suspicion alone.

How Can Customer Diversion Occur?

A shareholder may contact existing customers before leaving the original company, redirect pending orders, provide the new company’s bank details, submit competing quotations using confidential pricing information, transfer customer databases or encourage employees to move the business relationship to the new enterprise.

Each method can raise different legal issues.

Customer Lists May Have Commercial Value

A structured customer database containing contact information, purchasing history, prices, discounts, order volumes, payment terms and commercial preferences can represent significantly more than a publicly available list of company names.

The manner in which the information was created, maintained and protected becomes important.

Publicly Available Customers Require a Different Analysis

If customer identities are publicly known and the new business independently approaches them through legitimate competition, proving unlawful conduct may be more difficult.

The case becomes stronger where internal information unavailable to competitors was taken and exploited.

Trade Secrets Can Be Central to the Case

Customer information may be accompanied by confidential pricing formulas, profit margins, supplier conditions, technical specifications, tender strategies and purchasing history.

Unauthorized use of such information can create additional legal exposure beyond the simple fact of customer solicitation.

Pricing Information Can Be Particularly Sensitive

Suppose the shareholder knows that the original company offered a customer a particular product for a specific price and then uses that information to offer the same product slightly below that amount through the new business.

Evidence of this pattern can become highly relevant to an unfair-competition claim.

Pending Quotations Should Be Investigated

One of the clearest warning signs is the disappearance of orders shortly after quotations were prepared by the original company.

Compare quotations, customer communications and subsequent invoices issued by the shareholder’s new business.

Existing Contracts Require Special Attention

A shareholder who persuades a customer to terminate or breach an existing contract with the company may create a different level of exposure from ordinary competition for future business.

Obtain the original customer contract and determine exactly how the relationship ended.

Was the Shareholder Also a Director or Manager?

This distinction can be crucial.

Directors and managers may owe statutory duties to the company that are more extensive than the obligations arising merely from share ownership. Their access to confidential information and corporate opportunities should therefore be examined carefully.

Corporate Opportunities Should Be Investigated

A dispute can arise where a business opportunity originally belonging to the company is redirected to a director, manager, shareholder or related company.

For example, a customer request received through the company’s email system should not simply be diverted to a newly established competing business without examining the legal consequences.

Review the Articles of Association

The company’s constitutional documents may contain provisions relevant to competition, management authority, confidentiality or shareholder conduct.

These documents should be reviewed together with statutory rules.

Review the Shareholders’ Agreement

Foreign investors frequently use detailed shareholders’ agreements containing non-compete, non-solicitation, confidentiality and corporate-opportunity provisions.

Such contractual provisions can become central to the dispute.

Non-Compete Clauses Must Be Examined Carefully

The existence of a contractual non-compete provision can strengthen the company’s position, but its scope, duration, territory, protected business activity and enforceability must be analyzed.

A clause should not simply be assumed to prohibit every possible commercial activity.

Non-Solicitation Clauses May Be More Specific

Some agreements expressly prohibit shareholders or managers from soliciting company customers or employees.

Where such a clause exists, compare the prohibited conduct directly with the communications and transactions discovered.

Confidentiality Obligations Can Continue After Departure

Leaving management or selling shares does not necessarily authorize a former insider to disclose or exploit confidential information.

Contractual confidentiality obligations and other applicable protections should be reviewed separately.

Employee Transfers Can Strengthen the Evidence

Customer diversion sometimes occurs together with coordinated movement of key employees.

Examine whether employees resigned simultaneously, joined the new company and immediately began servicing the original company’s customers.

The timing may be important.

Company Emails Can Become Important Evidence

Lawfully obtained corporate emails may show customer approaches, forwarding of quotations, transfer of documents or preparations for the competing business.

Evidence collection should itself comply with applicable legal requirements.

WhatsApp and Other Messages May Be Relevant

Messages may reveal instructions to redirect customers, send price lists or conceal transactions.

The admissibility and evidentiary value of digital communications depend on how they were obtained and authenticated.

Do Not Obtain Evidence Unlawfully

A company should not respond to suspected misconduct by illegally accessing private accounts or devices.

Evidence strategy should be planned carefully so that an otherwise strong commercial claim is not undermined by unlawful evidence collection.

Preserve Digital Evidence Immediately

Where lawful access exists, relevant corporate records should be preserved before accounts are deleted or devices are returned.

Email logs, CRM records, quotation histories, access logs and document-download records may become particularly important.

CRM Records Can Show Customer Movement

Customer relationship management systems can establish who handled an account, when quotations were created and when communication suddenly stopped.

Compare these records with the date the competing company began operating.

Accounting Records Can Show Lost Revenue

A damages claim requires more than proving improper conduct. The company should quantify the financial consequences.

Compare historical customer turnover, margins, order frequency and lost contracts with the period following the diversion.

Bank Records May Reveal Related Transactions

Where legally obtainable, financial records may help connect diverted customers with the competing company.

Invoices and payments can provide stronger evidence than assumptions based solely on customer inactivity.

Related Companies Should Be Examined

The shareholder may not establish the competing business personally. It may be registered in the name of a spouse, relative, employee or another related person.

Corporate ownership and actual commercial control should therefore be investigated where supported by evidence.

A Nominee Structure Does Not Automatically Eliminate Liability

If evidence demonstrates that the shareholder actually controls or benefits from the competing operation, formal registration in another person’s name may not resolve the underlying dispute.

The factual relationship must be established.

Foreign Shareholders Have the Same Need for Rapid Evidence Preservation

Foreign investors may discover customer diversion only after revenue declines significantly.

Waiting several months can make evidence harder to obtain and increase the commercial loss.

A rapid internal investigation is therefore important.

Can the Company Seek an Injunction?

Depending on the facts and legal requirements, urgent interim measures may be considered where continuing conduct threatens additional harm.

The requested measure must be carefully designed and supported by evidence.

Why Is Urgency Important?

A customer relationship lost for several months may become permanently established with the competing business.

This means that a damages claim years later may not provide adequate commercial protection by itself.

What Can the Company Ask the Court to Stop?

The appropriate relief depends on the case. Potential disputes may concern continued use of confidential information, specific unfair competitive conduct or other ongoing violations.

The requested measure should target legally identifiable conduct rather than seek to eliminate lawful competition generally.

Can Unfair Competition Be Stopped?

Turkish commercial law provides civil remedies concerning unfair competition. Depending on the circumstances, litigation may seek determination and cessation of unlawful conduct and consequences arising from it.

The precise claims should be selected according to the proven conduct.

Can the Company Claim Damages?

Potentially. A company that proves unlawful conduct, loss and the required causal relationship may pursue monetary remedies under the applicable legal framework.

The calculation should distinguish actual loss from speculative assumptions.

Lost Profit Requires Evidence

A company should not simply state that every customer who stopped ordering would have continued indefinitely.

Historical purchasing patterns, pending orders, contractual commitments and profit margins can help produce a more defensible calculation.

Customer-by-Customer Analysis Is Stronger

Create a table identifying each allegedly diverted customer, historical turnover, last original-company transaction, relevant employee or shareholder contact, first known competing-company transaction and supporting evidence.

This can transform a broad allegation into a structured commercial case.

Can the New Company Also Be Liable?

Potentially, depending on its participation in the alleged conduct.

The legal analysis should therefore include both the individual shareholder and the competing business where appropriate.

What If the Customer Voluntarily Chose the New Company?

Customers are generally free to make commercial choices. Voluntary movement alone does not necessarily prove unlawful conduct.

The critical question is whether the customer was obtained through legally objectionable methods.

What If the Customer Complained About the Original Company?

This evidence should not be ignored. If customers moved because of service problems, pricing or independent dissatisfaction, causation becomes more difficult to establish.

A credible case should address unfavorable evidence as well as favorable evidence.

What If the Shareholder Claims the Customers Were Personal Contacts?

This is a common defense.

The court may need to examine whether the commercial relationship genuinely belonged personally to the shareholder or was developed and maintained through the company’s organization, employees, resources and contracts.

Company Resources Should Be Traced

Determine whether the shareholder used the company’s office, employees, telephone, email, database, vehicles, inventory or funds to establish the competing business.

Unauthorized use of corporate resources can create additional claims.

Inventory Diversion Should Be Investigated Separately

Customer diversion may occur together with transfer of inventory or assets.

Reconcile warehouse and accounting records if products appear to have moved to the competing company.

Related-Party Payments Require Review

Look for unusual consulting fees, transfers, commissions or payments to entities associated with the shareholder.

These may reveal a broader diversion scheme.

Board and Shareholder Records Matter

Minutes can establish when the dispute became known, whether the shareholder disclosed the competing activity and what corporate decisions were taken.

Preserve originals and verify signatures where authenticity is disputed.

Minority Shareholders May Also Need Protection

Where the controlling shareholder diverts business to another company, minority shareholders may suffer indirectly through reduced company value.

The available remedies depend on corporate structure and the particular misconduct.

Majority Ownership Does Not Authorize Asset Diversion

Holding a majority of shares does not mean company customers, opportunities, money or confidential information become the majority shareholder’s personal property.

The company remains a separate legal entity.

Shareholder Deadlock Can Intensify the Problem

Customer diversion often occurs during a breakdown in shareholder relations.

Parties may simultaneously dispute management authority, bank access, customer ownership and control of employees.

These issues should be addressed through a coordinated corporate litigation strategy.

Foreign Investors Should Review Bank and Signature Authority

If the suspected shareholder remains a manager or authorized signatory, determine whether continuing authority creates additional risk to company funds, contracts or records.

Any corporate response must comply with the company’s governance rules.

Preserve the Company Before Focusing Only on Damages

The immediate objective may be preventing further loss rather than calculating a final damages figure.

Secure lawful control of corporate records, customer systems, financial access and business communications where necessary.

Consider Formal Notice

A carefully drafted notice may require the shareholder or former manager to cease specified conduct, return confidential information and preserve relevant records.

The notice should be consistent with the litigation strategy.

Avoid Defamatory Accusations

Do not publicly accuse the shareholder of theft or criminal conduct without an adequate legal and factual basis.

Corporate communications should remain precise and evidence-based.

Could Criminal Liability Also Arise?

Certain conduct involving company assets, confidential information, falsified documents or other acts may potentially raise criminal-law questions depending on the facts.

However, a commercial customer-diversion dispute should not automatically be characterized as a crime.

Civil, corporate and criminal issues should be separated carefully.

Foreign Companies Should Conduct an Internal Investigation

A structured internal investigation should determine what data were accessed, which customers moved, when the competing company was formed, which employees participated, what assets were used and what financial losses followed.

Preserve evidence before confronting individuals where confrontation could lead to deletion of records.

Immediate Legal Strategy

When company customers appear to have been transferred to a shareholder’s new business, the company should immediately preserve corporate and digital evidence, identify diverted customers, review the shareholder’s corporate positions, examine non-compete and confidentiality provisions, analyze CRM and accounting records, investigate employee movement, calculate customer-specific losses, assess urgent interim measures and determine whether unfair competition, corporate, contractual or other claims should be pursued.

Frequently Asked Questions

Can a shareholder legally open a competing company in Turkey?

It depends on the shareholder’s position, company type, contractual obligations and applicable statutory duties. Competition is not automatically unlawful, but the method used can create liability.

Is contacting the original company’s customers automatically unfair competition?

Not necessarily. The circumstances, information used, contractual restrictions and methods of solicitation must be examined.

Can a shareholder use the company’s customer database?

Unauthorized use of confidential internal customer information can create serious legal issues, particularly where it is exploited for a competing business.

Can the company obtain an injunction?

Potentially, where the legal requirements for interim protection are satisfied and continuing conduct creates a sufficiently serious risk.

Can the company claim lost profits?

Potentially, but the company should establish the unlawful conduct, causal relationship and financial loss with concrete evidence.

What if the shareholder is also a director?

Additional statutory and corporate duties may become relevant, making the person’s management role particularly important.

Can the new competing company also face claims?

Potentially, depending on its participation in the alleged unfair conduct.

Are WhatsApp messages useful evidence?

They may be relevant, but how the messages were obtained, preserved and authenticated can affect their evidentiary value.

What if customers moved voluntarily?

Customer choice alone does not establish liability. The company should prove that legally objectionable conduct contributed to the diversion.

What should the company do first?

Preserve evidence before it disappears. Secure lawful copies of CRM records, corporate emails, quotations, customer histories, accounting information and relevant contracts, then build a customer-by-customer chronology showing exactly how the business was allegedly transferred.

Client-Focused Legal Support for Shareholder and Unfair Competition Disputes

Customer diversion by a shareholder can rapidly affect company revenue, goodwill, confidential information, employee relationships and the value of an investor’s shares. Fırat Fesih Kaya Law Office assists foreign investors, shareholders and companies in disputes involving customer diversion, unfair competition, misuse of confidential business information, shareholder misconduct, director liability and urgent corporate measures. Lawyer Fırat Fesih Kaya provides legal assistance in preserving evidence, evaluating interim protection, pursuing commercial and corporate claims and developing litigation strategies for shareholder disputes in Turkey.

Phone:
+90 312 434 22 22

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+90 532 769 22 22

Email:
info@firatfesihkaya.av.tr

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