Discover the legal risks of fake invoices in Turkish companies for foreign directors, shareholders and investors. Learn about tax investigations, criminal liability, director responsibility, evidence, defense strategies and corporate compliance in Turkey.

Fake invoices can create some of the most serious legal problems facing foreign directors and investors operating through a company in Turkey. A foreign shareholder may invest in a Turkish business, appoint local management and rely on accountants or financial personnel, only to discover months or years later that invoices recorded in the company’s books are alleged to relate to transactions that never occurred.

The consequences can extend far beyond an ordinary tax dispute. Depending on the facts, the company may face a tax audit, additional tax assessments, tax-loss penalties, examination of value-added tax deductions, criminal investigation, financial analysis and scrutiny of directors, managers, accounting personnel and other individuals allegedly involved in the transactions.

Foreign directors frequently ask one critical question: “Can I be personally responsible even though I did not create the invoice?”

The answer cannot be determined solely by looking at the person’s title. The investigation should examine who knew about the transaction, who authorized it, who communicated with the supplier, who approved payment, whether goods or services actually existed and whether the director intentionally participated in the alleged conduct.

The Revenue Administration defines a fake document for purposes of Article 359 of the Tax Procedure Law as a document issued as though a transaction or situation existed when it did not actually exist. It separately recognizes documents that relate to a real transaction but misrepresent its nature or quantity. (Gelir İdaresi Başkanlığı)

For foreign directors and investors, understanding this distinction is essential.

What Is a Fake Invoice?

A fake invoice generally concerns a document representing a transaction that did not genuinely occur.

Consider a company that records a substantial consultancy invoice even though no consulting services were ever provided.

The invoice may look completely legitimate.

It may contain company information, invoice numbers, dates, tax details and descriptions of supposed services.

But if the underlying transaction never occurred, the existence of a professionally prepared document does not establish a genuine commercial transaction.

Fake Invoice Versus Incorrect Invoice

Not every incorrect invoice is necessarily fake.

This distinction is extremely important.

An invoice may contain a mistake concerning quantity, description, price or other details while still relating to a genuine transaction.

The Revenue Administration distinguishes fake documents from documents that are misleading as to their content. Its published guidance explains that a document can fall into the latter category where a genuine transaction exists but the document inaccurately reflects its nature or amount. (Gelir İdaresi Başkanlığı)

The legal analysis should therefore begin by determining whether the underlying commercial transaction actually occurred.

Why Are Fake Invoices Used?

Alleged fake-invoice schemes can have several objectives.

They may be used to create artificial business expenses, reduce taxable income, support improper deductions, extract company money or disguise transfers to related parties.

They may also appear as part of broader corporate fraud.

For example, a local director could allegedly arrange for a related company to issue invoices for nonexistent consulting services. The company pays those invoices, and corporate money is effectively transferred outside the business.

In that scenario, tax exposure may exist alongside shareholder and corporate asset-recovery issues.

Why Foreign Investors Are Particularly Vulnerable

Foreign investors often rely heavily on local management.

The foreign shareholder may live in London, Dubai, Berlin or another jurisdiction while the company’s daily operations occur in Turkey.

Local management may control suppliers, accounting, banking and tax documentation.

If financial reporting is not independently monitored, suspicious transactions may remain undetected for years.

Can a Foreign Director Be Personally Liable?

Potentially, depending on the director’s actual conduct and the applicable legal provisions.

Foreign nationality does not create immunity.

At the same time, being registered as a director should not automatically establish that the individual intentionally participated in every accounting irregularity occurring inside the company.

The factual investigation is therefore critical.

Director Title Alone Should Not End the Analysis

Suppose a foreign investor sits on the board but has no involvement in accounting or supplier management.

A local manager arranges the disputed transactions without informing the foreign director.

That situation should be distinguished from one in which the foreign director personally negotiates with the supplier, approves fictitious invoices and authorizes payments despite knowing that no services were provided.

Individual knowledge and participation matter.

Can a Foreign Shareholder Be Liable?

Share ownership alone should similarly be distinguished from active participation.

A passive investor who owns shares but does not participate in management is in a different factual position from a shareholder who personally organizes questionable transactions.

Investigators may examine corporate titles, but the actual decision-making structure can be equally important.

What Is the Risk Under the Tax Procedure Law?

Article 359 of the Tax Procedure Law addresses serious conduct involving books, records and documents.

The Revenue Administration’s current legislation page identifies various acts under Article 359, including accounting manipulation and the preparation or use of documents falling within the statutory categories. (Gelir İdaresi Başkanlığı)

Accordingly, fake-invoice allegations should not be treated as merely an accounting correction.

They can potentially have criminal consequences.

Tax Assessment and Criminal Exposure Are Different

Foreign directors should distinguish tax consequences from personal criminal responsibility.

A company may face additional assessments or tax penalties.

Separately, authorities may investigate whether particular individuals committed or participated in conduct falling within criminal provisions.

The fact that the company has a tax liability does not automatically answer which individuals bear criminal responsibility.

Who Actually Prepared the Invoice?

This should be investigated.

Identify the supplier.

Determine who communicated with the supplier.

Identify who requested the invoice.

Examine who entered it into the accounting system.

Determine who approved the payment.

This creates the beginning of an evidentiary chain.

Who Approved the Payment?

Payment authority can be important evidence.

If a director personally authorized a substantial payment corresponding to an allegedly fictitious transaction, investigators may ask what the director knew about the underlying commercial relationship.

However, approving a payment does not automatically prove knowledge that the invoice was allegedly fake.

The surrounding circumstances must be examined.

Did the Goods Actually Exist?

For invoices concerning physical goods, evidence of actual delivery can become decisive.

Relevant evidence may include purchase orders, transportation documents, warehouse records, inventory entries, delivery notes, customer records and payment information.

The Revenue Administration’s published guidance specifically identifies evidence concerning actual movement of goods, transportation and payment among the factors examined when determining whether transactions genuinely existed. (Gelir İdaresi Başkanlığı)

Did the Services Actually Exist?

Service invoices can be more difficult to verify because there may be no physical product.

Suppose a company pays EUR 200,000 for “international business consultancy.”

The investigation should ask:

What consultancy was performed?

Who performed it?

When?

Are there reports?

Are there emails?

Are there meeting records?

What commercial result was produced?

A contract and invoice alone may not prove that substantial services actually occurred.

Payment Evidence

Bank payments can support the existence of a commercial relationship, but payment alone may not resolve the issue.

Authorities may investigate where the money went after reaching the supplier.

If the supplier immediately returns most of the funds to a director, shareholder or related company, that movement may create additional concerns.

Financial tracing therefore becomes important.

Supplier Due Diligence

Companies should verify important suppliers before conducting high-value transactions.

Useful checks may include corporate existence, business activity, ownership, management, physical operations and commercial capacity.

For example, a newly formed company with no employees or obvious operating capacity issuing exceptionally large consulting invoices may justify enhanced review.

Related-Party Fake Invoice Risk

Invoices involving related companies deserve particular attention.

A director may control both the purchasing company and the supplier.

Related-party transactions are not inherently unlawful.

However, they require a genuine commercial basis and appropriate documentation.

Where the supposed service does not exist, the relationship between the companies can become important evidence.

Fake Invoices Used to Withdraw Company Money

Foreign shareholders should also consider the corporate-fraud dimension.

Imagine that a Turkish managing partner controls Company A with a foreign investor.

The manager causes Company B, which they secretly control, to issue repeated fictitious invoices to Company A.

Company A then pays those invoices.

This can potentially create several interconnected issues:

tax exposure for Company A, potential criminal investigation, director-liability questions and a possible claim concerning diversion of corporate assets.

The investor should therefore avoid viewing the matter exclusively as a tax problem.

What If the Accountant Recorded the Invoice?

The accountant’s involvement does not automatically resolve the responsibility of company management.

The investigation should determine what information was provided to the accountant and whether the accountant knew anything about the alleged irregularity.

Similarly, directors should not assume that using an external accounting professional automatically eliminates every management responsibility.

“My Accountant Did Everything” Is Not a Complete Defense

A foreign director may genuinely have relied on professional advisers.

That can be relevant.

But the defense should document the actual allocation of responsibilities.

Who selected suppliers?

Who verified deliveries?

Who authorized contracts?

Who approved payments?

What information was given to the accountant?

What reports did the director receive?

The stronger defense is usually factual and document-based.

What If the Foreign Director Does Not Speak the Local Language?

Language limitations may help explain the company’s practical management structure but do not automatically eliminate responsibility.

A foreign director should preserve evidence showing how financial information was communicated, who translated documents and which managers were responsible for local operations.

Corporate governance should be structured so that directors can meaningfully understand significant transactions.

What If the Director Lives Abroad?

Physical absence is relevant but not decisive.

A director may manage a company remotely.

Conversely, a director may have little actual involvement despite being formally registered.

Travel records, emails, board minutes, banking permissions and management correspondence can help establish the individual’s actual role.

What Happens During a Tax Audit?

Tax inspectors may examine books, records, invoices, banking movements and evidence concerning underlying transactions.

The Revenue Administration’s guidance shows that fake-document analysis can include whether the supplier had genuine business activity, actual movement of goods, commercial relationships, ownership structure, payment information and other available evidence. (Gelir İdaresi Başkanlığı)

Foreign-owned companies should therefore prepare the evidence demonstrating commercial reality rather than relying solely on the invoice itself.

Can Customer and Supplier Records Be Compared?

Yes.

Cross-checking can be particularly important.

Authorities may compare records from different taxpayers to determine whether a supposed transaction genuinely occurred.

Discrepancies between the seller’s records and purchaser’s records can trigger further scrutiny.

Can Bank Accounts Be Examined?

Financial records can become important evidence where legally available during an investigation.

The movement of funds may show whether payments corresponded with genuine commercial activity or whether money circulated between connected parties.

For foreign investors conducting an internal investigation, company-controlled banking information should be preserved immediately.

Can Digital Records Be Examined?

Potentially.

Emails, electronic invoices, accounting-system data, messaging records and company devices may contain relevant evidence.

Companies should implement a litigation-hold or evidence-preservation approach as soon as serious allegations arise.

Deleting records after becoming aware of an investigation can significantly worsen the company’s position.

Do Not Backdate Documents

This is particularly important.

If supporting documentation is missing, directors should not attempt to create historical records pretending that they existed earlier.

Missing evidence should be addressed transparently.

Fabricating evidence to “fix” an existing problem can create substantially greater legal exposure.

Do Not Delete Suspicious Invoices

Preserve the original accounting data.

An invoice that appears damaging may still contain information useful to the defense, including metadata, supplier information and transaction details.

The objective should be investigation, not concealment.

Can Fake Invoices Trigger a Criminal Investigation?

Potentially.

Article 359 of the Tax Procedure Law contains criminal provisions relating to specified conduct involving tax books, records and documents. (Gelir İdaresi Başkanlığı)

The possibility is not theoretical. In June 2026, the Ministry of Justice announced a major investigation involving allegations of fake invoices and fictitious exports in the fuel sector. The announcement reported judicial action against 27 suspects, seizure measures concerning six companies and trustee appointments affecting ten companies. (BASIN VE HALKLA İLİŞKİLER MÜŞAVİRLİĞİ)

The outcome of that investigation does not determine liability in any unrelated company, but it illustrates the seriousness with which complex invoice allegations may be investigated.

Can Company Assets Be Affected?

Potentially, depending on the investigation and applicable legal requirements.

The June 2026 investigation announced by the Ministry of Justice demonstrates that major financial investigations can involve company-level protective measures alongside proceedings concerning individual suspects. (BASIN VE HALKLA İLİŞKİLER MÜŞAVİRLİĞİ)

Foreign investors should therefore assess company continuity and asset risk as soon as an investigation begins.

Can a Director Be Arrested?

The existence of a fake-invoice allegation does not automatically mean that a director will be detained.

Criminal procedural measures depend on the investigation, evidence and statutory requirements.

However, serious organized financial investigations can involve searches, seizures, detention requests and other restrictive measures.

Early defense preparation is therefore important.

What Should a Foreign Director Do After Receiving a Tax Audit Notice?

Do not destroy, alter or fabricate records.

Preserve the complete accounting database.

Identify the periods being examined.

Determine which suppliers and invoices are involved.

Collect evidence demonstrating actual deliveries or services.

Map the decision-making structure.

Identify who authorized payments.

Then coordinate tax and criminal-defense strategy before substantive explanations are provided.

What If the Director Learns About the Problem Before Authorities Do?

An internal investigation should begin immediately.

The company should determine the scale of the problem and whether suspicious transactions are continuing.

However, the investigation should be structured carefully to preserve evidence and avoid creating inaccurate records.

Legal advice may be particularly important where potential criminal exposure exists.

Conducting an Internal Fake-Invoice Investigation

A useful investigation should begin invoice by invoice.

For each disputed document, identify:

Supplier → Contract → Goods or services → Delivery evidence → Invoice → Payment → Accounting entry → Ultimate recipient of funds.

Any missing link should be investigated.

This structure can quickly distinguish ordinary documentation weaknesses from transactions requiring more serious scrutiny.

Prepare an Invoice Risk Table

For significant cases, prepare a central schedule containing the invoice date, supplier, amount, description, payment account, approving manager and supporting evidence.

Classify each transaction according to the available documentation.

This makes hundreds of invoices manageable.

Separate Genuine and Suspicious Transactions

Do not treat every invoice from a questionable supplier as automatically fictitious.

Some transactions may have been genuine.

Others may not.

Invoice-by-invoice analysis can materially strengthen the credibility of the company’s position.

Foreign Investors Who Discover Fake Invoices After Buying a Company

This creates an additional acquisition problem.

Suppose an investor purchases a Turkish company in 2026 and subsequently discovers suspicious invoices relating to periods before the acquisition.

The share-purchase agreement should immediately be reviewed.

Representations, warranties, tax indemnities, disclosure obligations and seller liability provisions may become highly important.

Can the Seller Be Liable?

Potentially, depending on the transaction documents and circumstances.

If the seller made inaccurate representations regarding tax compliance or concealed known irregularities, contractual remedies may need to be considered.

The investor should preserve the due-diligence data room and pre-acquisition communications.

Due Diligence Before Acquiring a Turkish Company

Tax due diligence should examine more than outstanding tax debt.

High-value suppliers, unusual consulting expenses, related-party transactions, invoice concentration and discrepancies between operational capacity and reported purchases should be reviewed.

Sampling invoices without investigating the underlying commercial transactions may fail to detect sophisticated schemes.

Can Foreign Investors Lose Their Investment Because of Historical Fake Invoices?

Potentially, historical liabilities can materially reduce company value.

Additional taxes, penalties, litigation costs and disruption from investigations may affect the investment.

This is why acquisition agreements should allocate historical tax risks carefully.

Tax Penalties and Settlement Procedures

Tax disputes can involve different administrative remedies depending on the assessment and type of penalty.

The Revenue Administration’s 2026 General Communiqué No. 592 addresses authorized settlement commissions for certain tax-loss, irregularity and special-irregularity penalties. It also expressly identifies exclusions relating to tax loss caused by acts covered by Article 359 and participation in those acts. (Gelir İdaresi Başkanlığı)

Foreign companies should therefore not assume that every penalty arising from a fake-invoice investigation can be resolved through ordinary settlement procedures.

Corporate Governance Failure

A fake-invoice scheme often exposes broader weaknesses.

One person may control supplier selection, invoice approval, banking and accounting.

This creates significant risk.

Companies should separate these functions wherever commercially reasonable.

Two-Level Invoice Approval

High-value invoices should normally receive more than purely administrative approval.

The approver should verify the underlying transaction.

For service invoices, supporting evidence may include contracts, reports and deliverables.

For goods, supporting evidence may include orders, delivery documentation and warehouse records.

Foreign Director Compliance Reports

Foreign directors who cannot monitor daily operations should receive regular compliance reporting.

Reports can include significant supplier payments, related-party transactions, unusual cash movements, tax notices and transactions exceeding predefined thresholds.

This creates an evidentiary record of active governance.

Red Flags Foreign Investors Should Watch

Repeated round-number invoices can justify closer examination.

So can large consulting invoices with no identifiable deliverables, suppliers with limited operational capacity, payments to newly formed companies, repeated payments to entities connected with management and transactions occurring shortly before tax-reporting periods.

No single red flag proves fraud.

Several together may justify an internal investigation.

What If the Business Partner Created the Fake Invoices?

Preserve evidence before confrontation.

Determine whether the partner controlled the supplier, accounting system or payments.

Investigate whether corporate money was ultimately transferred back to the partner or related persons.

The matter may involve both tax-defense and corporate-recovery issues.

Can the Foreign Investor File a Criminal Complaint Against the Partner?

Potentially, where evidence supports separate criminal misconduct against the company or investor.

However, the company should also address its own tax position.

Reporting another person’s conduct does not automatically eliminate corporate tax exposure.

The strategies should therefore be coordinated carefully.

Can Company Money Paid Through Fake Invoices Be Recovered?

Potentially.

The recovery analysis should identify the recipient, subsequent movement of funds and legal basis of the payment.

Where fictitious invoices were allegedly used to divert corporate money, commercial and corporate claims may arise alongside tax and criminal proceedings.

What Should Foreign Directors Do in the First 24 Hours?

Preserve the accounting system, invoices, bank statements, contracts and electronic communications. Identify the suppliers involved and prevent further suspicious payments through lawful corporate procedures where necessary.

Do not alter records.

Do not contact suppliers to coordinate explanations.

Do not manufacture missing documentation.

Determine whether an official investigation has already begun and identify the periods concerned.

What Should Be Done During the First Week?

Create an invoice-by-invoice chronology.

Identify who requested, approved and paid each transaction.

Collect delivery or service evidence.

Investigate supplier ownership.

Compare accounting records against banking movements.

Identify related-party connections.

Determine the company’s potential tax exposure.

Then coordinate the tax defense, director defense, corporate investigation and financial recovery strategy.

Preventing Fake-Invoice Risk in Turkish Companies

Prevention requires effective internal controls.

Companies should verify suppliers, document commercial transactions, separate payment and accounting authority and independently review high-risk expenses.

Foreign investors should maintain direct visibility over significant financial transactions.

Corporate governance should never depend entirely on one local manager.

2026 Enforcement Environment

Fake-invoice investigations remain a significant enforcement issue in 2026.

The Ministry of Justice’s June 23, 2026 announcement concerning an investigation in the fuel sector described allegations involving fake invoices and fictitious exports and reported coordinated involvement by prosecutors, the Tax Inspection Board, financial-intelligence authorities, customs enforcement and other institutions. (BASIN VE HALKLA İLİŞKİLER MÜŞAVİRLİĞİ)

The Revenue Administration’s current materials likewise continue to define and regulate fake and misleading documents within the Article 359 framework. (Gelir İdaresi Başkanlığı)

For international businesses, this makes supplier verification, documentary evidence and management oversight increasingly important components of corporate compliance.

Frequently Asked Questions

1. What is considered a fake invoice in Turkey?

The Revenue Administration describes a fake document as one issued as though a transaction or situation existed when it did not actually exist. (Gelir İdaresi Başkanlığı)

2. Is an incorrect invoice automatically fake?

No. A genuine transaction may be documented inaccurately. The Revenue Administration separately recognizes documents that misrepresent the nature or amount of a real transaction. (Gelir İdaresi Başkanlığı)

3. Can a foreign company director be personally investigated?

Potentially. Foreign nationality does not prevent investigation. Individual knowledge, authority and participation should be examined.

4. Is a shareholder automatically liable for fake invoices issued or used by the company?

No. Share ownership alone should be distinguished from actual involvement in the disputed conduct.

5. Can saying “the accountant handled everything” eliminate director liability?

Not automatically. The actual allocation of responsibilities, the director’s knowledge and the surrounding evidence should be examined.

6. Can fake invoices lead to criminal proceedings?

Potentially. Article 359 of the Tax Procedure Law contains criminal provisions concerning specified conduct involving books, records and documents. (Gelir İdaresi Başkanlığı)

7. Can company assets be affected during a serious investigation?

Potentially, where applicable legal requirements are satisfied. A June 2026 investigation announced by the Ministry of Justice involved seizure measures concerning companies and trustee appointments. (BASIN VE HALKLA İLİŞKİLER MÜŞAVİRLİĞİ)

8. What evidence can prove that a transaction was genuine?

Contracts, bank payments, delivery documentation, transportation records, inventory records, correspondence, reports and other evidence demonstrating actual goods or services may be relevant.

9. What if fake invoices existed before a foreign investor acquired the company?

Historical tax exposure should be investigated together with the share-purchase agreement, seller representations, warranties and tax indemnities.

10. What should a foreign director do immediately after discovering suspicious invoices?

Preserve all records, stop further questionable transactions through lawful procedures, investigate the underlying commercial activity and obtain coordinated tax and criminal-law advice before altering or providing substantive explanations concerning the records.

Legal Assistance for Foreign Directors and Investors Facing Fake Invoice Investigations in Turkey

A fake invoice investigation in Turkey can expose a foreign-owned company to multiple risks simultaneously. The company may face tax assessments and penalties while individual directors, managers or other participants may face separate scrutiny concerning their knowledge and involvement.

The investigation should therefore establish whether the underlying goods or services actually existed, who selected the supplier, who authorized the invoice, who approved payment, where the money ultimately went and what each director actually knew about the transaction.

Fırat Fesih Kaya Law Office provides legal assistance to foreign directors, foreign shareholders, international investors and foreign-owned companies concerning fake invoice investigations, tax audits, Article 359 allegations, director liability, suspicious supplier transactions, related-party invoices, corporate fraud, internal investigations and financial recovery in Turkey.

Legal assistance may include examination of disputed invoices, reconstruction of underlying commercial transactions, analysis of director responsibility, preservation of financial and digital evidence, review of supplier relationships, representation during investigations and coordination of tax, criminal and corporate-defense strategies.

Phone: +90 312 434 22 22
Mobile / WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Office: Mevlana Boulevard No:221, Yildirim Tower, Balgat, Cankaya, Ankara, Turkey

When suspicious invoices are discovered, the safest response is not to repair the paperwork retrospectively but to preserve the original evidence and establish what actually happened. Early transaction analysis can be decisive both for protecting the company and distinguishing directors who genuinely participated in misconduct from investors or managers who did not.