Foreign Investor Wants to Remove a Turkish Business Partner: What Legal Options Are Available? (2026 Updated Guide)

A foreign investor wants to remove a Turkish business partner from a company. Learn about share transfers, shareholder removal, just-cause proceedings, management removal, deadlock, injunctions and exit strategies.

A foreign investor who enters a company with a Turkish business partner may later face serious disagreements over management, money, strategy, access to company records, related-party transactions, profit distribution or control of bank accounts. At that stage, the foreign investor may ask a seemingly simple question: Can I remove my Turkish business partner from the company? The answer depends heavily on the company’s legal form, shareholding structure, articles of association, shareholders’ agreement, management arrangements and the conduct giving rise to the dispute. Owning a majority of the shares does not automatically give a foreign investor an unrestricted right to confiscate or cancel another shareholder’s ownership. However, Turkish corporate law may provide several routes for restructuring management, negotiating a share purchase, enforcing contractual exit rights, seeking judicial remedies or, in appropriate circumstances, pursuing the removal of a shareholder.

First Determine What “Remove the Partner” Actually Means

A foreign investor should first identify the desired result. Removing someone as a director or manager is different from removing that person’s ownership interest.

The investor may want to terminate the partner’s management authority, remove bank-signing powers, purchase the partner’s shares, compel an exit under contractual provisions, prevent misconduct, exclude the partner from a limited liability company where legally available, or ultimately terminate the entire business relationship.

Each objective requires a different legal strategy.

Company Type Is Critical

The available options differ substantially between a joint stock company and a limited liability company.

Before taking action, review the company’s incorporation documents, articles of association, trade registry records, current shareholding and management structure.

Can a Majority Shareholder Simply Cancel the Other Partner’s Shares?

Generally, share ownership cannot simply be cancelled because the relationship has deteriorated.

Corporate decisions affecting ownership must have a proper legal basis. An attempt to eliminate a minority shareholder through an unsupported corporate resolution can itself trigger litigation.

Removing the Partner From Management May Be Easier Than Removing Them as a Shareholder

This distinction is particularly important. A person can potentially cease to have management or representation authority while continuing to own shares.

For a foreign investor facing an immediate operational crisis, management restructuring may therefore be the first issue to examine.

Review the Articles of Association

The articles may contain important provisions concerning management appointments, representation, share transfers, voting, reserved matters and corporate decision-making.

The foreign investor should not take action based solely on percentage ownership without reviewing these provisions.

Review the Shareholders’ Agreement

Where a shareholders’ agreement exists, it may contain contractual mechanisms that are more commercially useful than immediate litigation.

Relevant clauses can include call options, put options, deadlock provisions, buy-sell mechanisms, rights of first refusal, tag-along and drag-along rights, material-breach provisions and valuation mechanisms.

Can the Foreign Investor Buy Out the Turkish Partner?

A negotiated share purchase is often one of the most practical solutions.

The parties can agree on the share price, payment schedule, transfer procedure, release of claims, resignation from management and treatment of shareholder loans or guarantees.

A carefully structured settlement can end several disputes simultaneously.

Valuation Can Become the Main Dispute

The parties may agree that one should leave but disagree fundamentally about price.

A proper valuation may need to consider financial statements, assets, liabilities, cash flows, customer contracts, intellectual property, hidden debts and related-party transactions.

Do Not Value the Shares Before Investigating Company Finances

If there are allegations of unauthorized withdrawals, undisclosed liabilities or transfers to related companies, the financial position should be investigated before fixing the exit price.

Otherwise, the foreign investor may pay for value that has already been diverted from the company.

Can a Shareholder Be Removed for Just Cause?

In a limited liability company, Turkish corporate law provides mechanisms under which a shareholder may potentially be removed where the statutory and company-specific requirements are satisfied.

The precise route depends on the articles of association, the alleged grounds and the applicable corporate procedure.

What Can Constitute Serious Grounds for Removal?

There is no universal list that resolves every dispute. Potentially relevant conduct may include serious breaches of shareholder obligations, conduct materially damaging the company, persistent obstruction, misuse of corporate assets or other circumstances making continuation of the relationship legally untenable.

The evidence and seriousness of the conduct are critical.

Ordinary Business Disagreement Is Not Automatically Enough

Partners frequently disagree about budgets, employees, investment strategy or expansion.

A commercial disagreement should not automatically be converted into a removal claim. The question is whether the conduct reaches the legal threshold required for the remedy pursued.

Evidence Should Be Collected Before the Dispute Escalates

Preserve board or managers’ resolutions, general assembly minutes, bank records, accounting documents, emails, messages, contracts and trade registry records.

Corporate disputes are often won or lost on documentary evidence.

Unauthorized Company Payments Should Be Investigated

If the Turkish partner transferred company funds to themselves, relatives or related companies, identify the recipient, amount, purpose and accounting treatment.

The company may potentially have claims independent of the shareholder-removal dispute.

Related-Party Transactions Require Special Attention

A partner may control another business that sells goods or services to the joint company.

Review whether transactions were genuine, properly authorized and commercially reasonable.

What If the Partner Uses Company Money for Personal Expenses?

Personal use of company funds can create corporate, civil, tax and potentially other legal issues depending on the circumstances.

Bank statements and accounting records should be preserved immediately.

Access to Accounting Records Can Be Critical

A foreign investor who suspects misconduct should obtain and preserve lawful access to company books and financial records.

Waiting until relationships completely collapse can make evidence collection more difficult.

What If the Turkish Partner Refuses to Provide Company Information?

The available rights and remedies depend on the company type and the investor’s legal position.

Formal corporate requests and, where necessary, judicial remedies should be considered rather than attempting unauthorized access to accounts or systems.

Can the Partner Be Removed as a Manager?

Potentially, depending on the company structure, articles, appointment mechanism and applicable corporate rules.

Removal from management should be distinguished carefully from termination of share ownership.

Can Bank Authority Be Removed?

If the partner has representation or bank-signing authority, the investor should examine whether the competent corporate body can modify that authority.

Corporate resolutions, trade registry procedures and bank records must be coordinated correctly.

Do Not Assume an Internal Resolution Immediately Protects the Company

If representation changes require registration or notification, complete the relevant formalities promptly.

An internal decision that has not been properly implemented may leave operational risks.

What If the Partner Signs Unauthorized Contracts?

Determine whether the person had legal representation authority and whether contractual restrictions were effective against third parties.

The company’s internal allocation of authority and external representation should be analyzed separately.

Emergency Injunctions May Be Necessary

If there is an immediate risk that company assets will be transferred, records destroyed or other difficult-to-reverse harm will occur, interim judicial protection may need to be evaluated.

The requested measure should be targeted at the actual risk.

Preserve Digital Evidence

Company emails, accounting exports, authorization logs and legally obtained electronic correspondence may become important.

Evidence should be preserved in a manner that protects authenticity and avoids unlawful access.

Can Company Shares Be Frozen?

Depending on the underlying dispute and legal requirements, interim measures affecting shares or transactions may potentially be sought.

Such measures are not automatic merely because shareholders are fighting.

What If the Turkish Partner Tries to Sell Their Shares?

Review statutory restrictions, articles of association and contractual transfer provisions immediately.

Rights of first refusal, approval mechanisms or contractual restrictions may become relevant depending on the structure.

What If the Foreign Investor Owns 51%?

A 51% shareholding can provide substantial voting power, but it does not mean the majority shareholder can lawfully take every corporate decision alone.

Different decisions can require different voting thresholds, and minority shareholders retain legal rights.

What If the Foreign Investor Owns 49%?

A 49% shareholder may still possess substantial statutory and contractual rights.

The investor should examine information rights, meeting rights, minority protections, management arrangements and any veto rights under the shareholders’ agreement.

Deadlock Can Change the Strategy

A 50/50 company can become operationally paralyzed when the shareholders no longer cooperate.

The first question should be whether the governing documents contain a deadlock mechanism.

Deadlock Clauses Should Be Followed Carefully

Some agreements require escalation to senior representatives, mediation, valuation or a buy-sell procedure before litigation.

Ignoring the contractual sequence can create a separate dispute.

A Buy-Sell Mechanism Can End the Relationship

Certain shareholder agreements allow one party to offer a price at which it is willing either to buy the other shareholder’s interest or sell its own.

The exact contractual wording is crucial.

Can the Foreign Investor Force a Share Transfer?

Only where a valid legal or contractual mechanism permits it.

The investor should not assume that majority ownership itself creates a unilateral right to purchase the minority shareholder’s shares.

Share Transfer Formalities Matter

Even where the parties agree commercially, the transfer must comply with the legal requirements applicable to the company type and transaction.

Corporate approvals, contractual requirements and registration issues should be addressed together.

Shareholder Loans Must Be Included in the Exit

A departing partner may also be a creditor or debtor of the company.

The settlement should therefore address shareholder loans, current accounts, guarantees, advances and other financial relationships.

Personal Guarantees Can Survive the Share Transfer

Selling shares does not automatically release a departing shareholder from bank guarantees or third-party obligations.

Written releases should be obtained where necessary.

Non-Compete and Confidentiality Issues Should Be Reviewed

A departing business partner may possess customer lists, pricing information, technical information and other commercially sensitive material.

Existing confidentiality and non-compete provisions should be examined for enforceability and scope.

Customer Diversion Can Require Immediate Action

If a partner begins transferring customers, employees or opportunities to another company, preserve evidence of the conduct.

Potential remedies depend on the person’s corporate duties, contractual obligations and specific actions.

Intellectual Property Ownership Must Be Checked

Determine whether trademarks, domains, software, designs or other intellectual property belong to the company or are registered personally in a shareholder’s name.

This issue should be resolved before negotiating an exit price.

Company Domains and Digital Accounts Should Be Secured

Corporate email administration, domains, cloud systems, accounting software and banking permissions should be reviewed.

Security measures should be lawful and should not destroy evidence.

What If Company Minutes Were Falsified?

Suspected falsification of corporate documents should be investigated separately and seriously.

Obtain originals, registry records, attendance documents and other evidence capable of establishing what actually occurred.

Criminal Allegations Should Not Be Used Merely as Negotiation Pressure

A shareholder dispute does not automatically constitute a criminal matter.

Criminal complaints should be based on genuine facts satisfying the elements of an offense, not used simply to force a cheaper share sale.

Corporate and Criminal Remedies Can Sometimes Coexist

Where conduct genuinely involves falsification, misappropriation or another potentially criminal act, criminal proceedings may arise alongside corporate litigation.

Each route should be evaluated independently.

Can the Company Be Dissolved Because of the Conflict?

In severe circumstances, judicial dissolution or another statutory remedy may potentially become relevant depending on the company type and legal grounds.

Dissolution is generally a major remedy and its commercial consequences should be assessed carefully.

Dissolution May Destroy Business Value

Even where legally possible, ending the company can harm employees, customers, licenses, contracts and goodwill.

A buyout or restructuring may therefore be economically preferable.

Exit by the Foreign Investor Should Also Be Considered

The strategic objective should not automatically be “remove the Turkish partner at any cost.”

If the foreign investor can sell its own shares at a fair value with appropriate releases and protections, that route may sometimes produce a better commercial result.

Consider Mediation and Negotiated Separation

A structured business separation can address share price, management resignation, mutual releases, customer relationships, outstanding loans and confidentiality in one agreement.

Negotiations should be supported by reliable valuation and financial information.

Do Not Sign a Settlement Before Completing Due Diligence

A broad release may eliminate claims concerning transactions that the investor has not yet discovered.

Review accounting and corporate records before agreeing to comprehensive waivers.

Foreign Investors Should Review Investment Documents Together

The articles of association, shareholders’ agreement, investment agreement, share purchase agreement, side letters and financing documents should be analyzed as one package.

Rights appearing unavailable under one document may exist under another.

2026 Strategy for Foreign Investors

A foreign investor seeking to remove a Turkish business partner should begin with a legal and financial map rather than immediately filing litigation. Determine the company type, ownership percentages, management structure, representation powers, bank authority, contractual exit rights, suspected misconduct and financial position.

The investor should then decide whether the objective is management removal, share acquisition, enforcement of an exit clause, recovery of company assets, protection against ongoing misconduct or complete separation of the shareholders.

Frequently Asked Questions

Can a foreign investor simply remove a Turkish shareholder?

Not merely because the investor owns more shares or the relationship has deteriorated. A valid corporate, contractual or judicial basis is required.

Can a Turkish partner be removed from management but keep their shares?

Potentially, depending on the company structure and applicable corporate rules. Management authority and share ownership are separate issues.

Can a shareholder be removed for serious misconduct?

Potentially, particularly in structures where statutory removal mechanisms apply, but the legal grounds and evidence must be examined carefully.

Can a 51% foreign shareholder make every decision alone?

No. Majority ownership does not eliminate statutory voting requirements, minority rights or contractual restrictions.

What if the Turkish partner is taking company money?

Preserve bank and accounting evidence immediately and evaluate corporate, civil and any other genuinely applicable remedies.

Can the foreign investor freeze the partner’s shares?

Interim judicial measures may potentially be available where the legal requirements are satisfied, but they are not automatic.

What if the shareholders own 50% each?

Review the shareholders’ agreement for deadlock provisions, buy-sell mechanisms and exit rights. Judicial remedies may also need to be considered if the company becomes dysfunctional.

Can the investor force the partner to sell their shares?

Only if a valid contractual or legal mechanism supports that result. Majority ownership alone does not create a general compulsory purchase right.

Is buying out the partner usually possible?

Yes, if the parties agree. The transaction should address valuation, payment, management resignation, shareholder loans, guarantees, confidentiality and releases.

What should the foreign investor do first?

Secure the corporate and financial evidence, identify exactly which powers and ownership rights the Turkish partner holds, and determine whether the most effective route is management removal, negotiated share acquisition, contractual exit enforcement, interim protection or judicial proceedings.

Client-Focused Legal Support for Foreign Investor and Shareholder Disputes

Disputes between foreign investors and Turkish business partners can involve shareholder removal, management control, unauthorized transactions, bank authority, deadlock, share valuation, related-party transfers, injunctions and complex exit negotiations. Fırat Fesih Kaya Law Office assists foreign investors, international shareholders and foreign-owned companies in corporate disputes involving Turkish business partners. Lawyer Fırat Fesih Kaya provides legal assistance in reviewing shareholders’ agreements and corporate records, protecting company assets, restructuring management authority, negotiating share purchases and exits, pursuing interim judicial protection and conducting shareholder litigation where necessary.

Phone: +90 312 434 22 22
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Email: info@firatfesihkaya.av.tr
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