Special Audit Rights in Turkish Companies: When Can Foreign Shareholders Apply to Court? (2026 Updated Guide)

Learn when foreign shareholders can request a special audit of a Turkish company, when court proceedings may be initiated, what evidence can be examined, and how minority shareholders can protect their investment.

Foreign shareholders investing in a Turkish company may sometimes suspect that important information is being withheld by management or controlling shareholders. Concerns may involve related-party transactions, unexplained payments, transfers of company assets, unusual management fees, undisclosed contracts, manipulation of financial statements or transactions benefiting the majority shareholder. Ordinary information and inspection rights may not always resolve these concerns. In such circumstances, the special audit mechanism under Turkish company law can provide shareholders with an important method of investigating specific corporate matters. Foreign investors should understand, however, that special audit is not an unrestricted investigation of everything occurring inside the company. The request must satisfy statutory conditions, relate to identifiable matters and follow the corporate and judicial procedure applicable to the company.

What Is a Special Audit in a Turkish Company?

A special audit is a statutory mechanism allowing qualifying shareholders to request an independent examination of particular corporate events or transactions when the legal requirements are satisfied.

Its purpose is generally to clarify specific matters necessary for shareholders to exercise their rights rather than to provide an unlimited audit of the company’s entire business.

For foreign investors who do not participate in daily management, the mechanism can become particularly important when access to reliable corporate information has deteriorated.

Can Foreign Shareholders Use Special Audit Rights?

Yes. Foreign nationality does not by itself prevent a shareholder from relying on shareholder protection mechanisms available under Turkish company law.

The central questions are whether the person or entity is legally a shareholder, which corporate structure is involved and whether the statutory conditions for the requested special audit have been satisfied.

Why Might a Foreign Shareholder Need a Special Audit?

The need commonly arises when shareholders suspect transactions that cannot be adequately understood from ordinary financial statements or management explanations. Examples can include transfers to related companies, unusual consulting payments, sale of assets below market value, undisclosed transactions with directors, questionable loans, unexplained cash movements or transactions potentially benefiting controlling shareholders.

The shareholder should identify the particular transaction or corporate event requiring clarification.

Special Audit Is Not a General Fishing Expedition

A request such as “investigate everything the directors have done for the last five years” may face significant difficulties.

A stronger request identifies specific circumstances, transactions or questions and explains why clarification is necessary for exercising shareholder rights.

Information Rights Usually Come First

Under the special audit framework applicable to joint stock companies, the shareholder’s information and inspection rights are important to the process. The shareholder should ordinarily use the relevant information or inspection rights concerning the disputed matter before seeking a special audit.

This creates an important practical rule: document the questions asked, documents requested and answers received.

Ask Precise Questions at the General Assembly

If the shareholder suspects a related-party payment, it may be more effective to ask who received the payment, under which contract, for what service, who approved it and how the price was determined rather than simply asking whether the company has been managed properly.

Precise questions also create a clearer record if judicial proceedings later become necessary.

When Can a Special Audit Be Requested?

A shareholder may seek a special audit where clarification of particular events is necessary for exercising shareholder rights and the relevant statutory requirements are satisfied.

The matter should therefore have a genuine connection with shareholder interests rather than mere curiosity about company operations.

Is a Minimum Shareholding Required to Make the Initial Request?

The Turkish Commercial Code’s special-audit structure provides an important distinction between the initial request and the court stage following rejection.

A shareholder can potentially raise the special-audit request at the general assembly without satisfying the minority thresholds that become particularly important if the general assembly refuses the request.

What Happens If the General Assembly Accepts the Request?

If the general assembly accepts the special-audit request, the company or a shareholder may apply to the competent court for appointment of a special auditor within the statutory framework.

The special auditor is not simply chosen and controlled by the majority shareholder. Judicial appointment is designed to protect the independence of the examination.

What Happens If the General Assembly Rejects the Request?

Rejection does not necessarily end the matter.

Qualifying minority shareholders may apply to court for appointment of a special auditor if the statutory requirements are satisfied.

This is one of the most important minority-shareholder protections available where controlling shareholders prevent an investigation at the corporate level.

What Minority Thresholds Matter?

For joint stock companies, shareholders representing at least one-tenth of the share capital, or one-twentieth in publicly held companies, may have standing under the statutory special-audit framework following rejection. The legislation also contains a nominal-value alternative for qualifying shares.

Because corporate status and statutory thresholds matter, the shareholder structure should be checked before filing.

Does a Foreign Shareholder With 10% Have a Stronger Position?

A shareholder holding at least the relevant statutory minority threshold may have an important procedural advantage where the general assembly rejects the special-audit request.

However, ownership percentage alone does not guarantee that the court will order an audit. The substantive statutory conditions must still be established.

What Must Minority Shareholders Show to the Court?

Following rejection, the applicants must present circumstances supporting the statutory basis for judicial intervention. The proceeding is not intended to authorize an investigation merely because the minority disagrees with the majority’s commercial decisions.

The application should therefore be supported by concrete facts and available evidence.

Suspicion of Legal or Articles-of-Association Violations

The special-audit mechanism becomes particularly significant where there are indications that founders or company bodies may have violated the law or articles of association and caused damage to the company or shareholders.

The application should connect the suspected conduct with identifiable corporate events.

Related-Party Transactions Are a Major Warning Sign

Foreign minority investors frequently become concerned when company funds move to entities controlled by majority shareholders or directors.

The relevant questions may include whether services were actually provided, whether prices were commercially reasonable, who authorized the transaction and whether conflicts of interest were properly managed.

Can a Special Audit Investigate Payments to the Majority Shareholder?

Potentially, where the statutory conditions are satisfied and the requested examination concerns specific transactions relevant to shareholder rights.

Bank records, accounting entries, agreements and corporate approvals may become important.

Can Management Fees Be Examined?

Potentially. Large management, consulting, licensing or service fees paid to related companies can justify closer examination where there are concrete concerns concerning their basis or corporate impact.

The shareholder should identify the relevant period and transactions as precisely as possible.

Can Asset Transfers Be Investigated?

Potentially. A transfer of real estate, machinery, intellectual property or other valuable assets to a related party may become an appropriate subject for investigation where there are legitimate questions concerning authorization, valuation or corporate interest.

Can Company Loans to Shareholders or Directors Be Examined?

Potentially, particularly where the shareholder seeks clarification of specific transactions and their legal basis.

The special audit can help establish facts that may later become relevant to director-liability or other shareholder proceedings.

Can the Auditor Examine Bank Records?

The scope of the examination depends on the court’s appointment and the specific matters being investigated. Financial and accounting records relevant to those matters may become central evidence.

A shareholder should not assume, however, that a special-audit order automatically opens every company record without limitation.

Can Emails and Electronic Records Be Relevant?

Potentially. Modern corporate decisions may be documented through electronic correspondence, accounting systems, board materials and digital records.

Where those records relate directly to the subject of the special audit, preservation can become important.

Preserve Evidence Before Applying

Foreign shareholders should preserve general assembly notices, minutes, financial statements, board resolutions available to them, shareholder correspondence, unanswered information requests and any documents indicating suspicious transactions.

A chronological evidence file can materially strengthen the application.

General Assembly Minutes Are Critical

If the special-audit request is made during the general assembly, ensure that the request and the response are accurately reflected in the minutes.

A poorly documented rejection can create unnecessary procedural disputes later.

Do Not Use Vague Language in the Request

Instead of requesting an audit of “financial irregularities,” identify the transaction.

For example, specify payments made to a particular related company during a defined period, an asset transfer approved on a particular date or a loan whose commercial basis is unclear.

Who Appoints the Special Auditor?

The court appoints the special auditor under the statutory procedure.

Judicial appointment is important because the person examining the disputed transactions should be capable of conducting the investigation independently.

What Can the Special Auditor Examine?

The examination is limited by the subject matter of the special audit.

The auditor investigates the matters identified through the applicable procedure rather than assuming the powers of permanent management or conducting an unrestricted company-wide investigation.

Must the Company Cooperate?

Company bodies are expected to cooperate with a properly appointed special auditor within the legal framework and scope of the investigation.

Attempts to obstruct access to relevant information may create additional corporate governance concerns.

Does the Auditor Represent the Foreign Shareholder?

No. The special auditor is not the private investigator or personal adviser of the shareholder requesting the examination.

The role is independent and governed by the statutory special-audit mechanism.

What Happens After the Investigation?

The special auditor prepares a report concerning the matters examined. The report can provide shareholders with information necessary to evaluate what occurred and whether further legal action may be justified.

The report itself does not automatically mean that directors or majority shareholders are liable.

Can the Report Lead to a Director Liability Case?

Potentially. If the audit reveals conduct causing damage and the legal requirements for director liability are satisfied, the findings may become relevant to subsequent proceedings.

A separate liability analysis will still be necessary.

Can the Findings Support a Shareholder Exit or Corporate Dispute?

Potentially. Evidence uncovered through a special audit may affect broader shareholder litigation, negotiations, valuation disputes or claims arising from abuse of corporate control.

The appropriate remedy depends on the company’s legal form and underlying conduct.

Special Audit and Access to Company Information Are Different Remedies

Foreign shareholders should distinguish ordinary information and inspection rights from the special-audit mechanism.

The special audit should not automatically be used as a substitute for ordinary shareholder information rights where those rights provide the appropriate first step.

Special Audit and Independent Financial Audit Are Also Different

A statutory financial audit examines financial reporting according to its own legal framework. A special audit is directed toward specific matters identified through shareholder rights.

A clean financial audit does not necessarily answer a shareholder’s specific question concerning a related-party transaction.

What If the Majority Controls the General Assembly?

That is precisely why the judicial stage of the mechanism can be important.

A controlling shareholder’s ability to defeat a proposal at the general assembly does not necessarily eliminate the statutory rights of a qualifying minority.

What If the Foreign Shareholder Is Completely Excluded From Management?

Management exclusion should be evaluated together with information rights, voting rights, general assembly participation, financial access and any shareholder agreement.

Where exclusion is accompanied by suspicious transactions, the special-audit mechanism may form part of a broader shareholder-protection strategy.

Review the Shareholders’ Agreement

Foreign investors should also review contractual rights contained in the shareholders’ agreement.

The agreement may provide additional information, audit, veto, reporting or inspection rights beyond statutory protections.

Contractual Audit Rights Can Be Broader

A shareholders’ agreement may give an investor regular access to management accounts, auditors or financial records.

Those contractual rights should be enforced alongside, or before, statutory remedies where appropriate.

Do Not Ignore Limitation and Procedural Periods

The special-audit framework contains specific periods for applications following corporate decisions. Foreign shareholders should therefore obtain legal advice promptly after the general assembly rather than waiting while evidence becomes more difficult to obtain.

Court Preparation Should Begin Before the General Assembly

Where rejection is expected, the shareholder should prepare strategically before the meeting.

Draft precise questions, identify the transactions requiring investigation, organize available evidence and ensure that the shareholder’s requests are properly recorded.

Foreign Corporate Shareholders Should Verify Representation

If the shareholder is a foreign company, corporate authority documents, powers of attorney and representation documents may be required for Turkish corporate and judicial proceedings.

Preparing these documents early can prevent unnecessary delay.

Translation and Legalization Issues Should Be Planned

Foreign corporate documents may require appropriate certification, legalization or translation depending on their use.

Do not wait until the filing deadline to begin preparing corporate authority documents.

Can an Urgent Injunction Also Be Necessary?

A special audit investigates facts, but it does not automatically prevent assets from being transferred while the investigation proceeds.

Where there is an immediate risk of irreversible asset disposal or other serious harm, separate interim legal remedies may need to be evaluated.

Special Audit Is Often Only One Part of the Strategy

A serious shareholder dispute can involve information rights, general assembly challenges, director liability, interim measures, shareholder agreements, corporate books and records, exit rights and valuation issues.

The remedies should be coordinated rather than pursued independently without an overall strategy.

2026 Practical Strategy for Foreign Shareholders

A foreign shareholder who suspects misconduct should first identify the exact transactions causing concern and use available information and inspection rights strategically. The shareholder should then ensure that a properly formulated special-audit request is presented at the general assembly and accurately recorded. If the request is rejected, the shareholder’s percentage, statutory standing, available evidence and applicable court procedure should be evaluated immediately.

The strongest application is usually not based on generalized distrust. It presents a clear chronology showing what happened, which transaction requires clarification, what information was requested, what information was withheld or inadequately explained, why the matter affects shareholder rights and what concrete circumstances justify judicial appointment of a special auditor.

Frequently Asked Questions

Can a foreign shareholder request a special audit in a Turkish company?

Potentially, yes. Foreign nationality does not by itself prevent the exercise of statutory shareholder rights.

Must the shareholder own 10% of the company?

Not necessarily for the initial general assembly request. Statutory minority thresholds become particularly important where the general assembly rejects the request and shareholders seek judicial appointment of a special auditor.

Can one shareholder request a special audit?

Depending on the procedural stage and applicable statutory requirements, an individual shareholder can potentially initiate the process by requesting a special audit at the general assembly.

What happens if the majority rejects the request?

Qualifying minority shareholders may potentially apply to the competent court for appointment of a special auditor.

Can related-party transactions be investigated?

Potentially, where the requested examination concerns specific transactions and the statutory requirements are satisfied.

Can the auditor examine company bank movements?

Financial records relevant to the authorized subject of the special audit may become important, but the investigation remains limited by its legally defined scope.

Does a special audit automatically prove director liability?

No. The audit establishes and clarifies relevant facts. A separate legal assessment is required for director liability or damages.

Can the majority shareholder stop the court application simply by voting against the audit?

A general assembly rejection does not necessarily end the process. The statutory mechanism specifically provides a judicial route for qualifying minority shareholders.

Should the shareholder request an audit of the entire company?

Usually, a focused request identifying specific transactions or events is substantially stronger than an unlimited demand to investigate everything.

What should a foreign shareholder do first?

Identify the precise transaction requiring investigation, formally exercise the relevant information rights, preserve the corporate record and prepare the special-audit request before the general assembly. If the request is rejected, the judicial application should be evaluated immediately because statutory procedural periods may apply.

Client-Focused Legal Support for Foreign Shareholder Special Audit Disputes

Special-audit disputes can involve related-party transactions, hidden payments, asset transfers, management fees, shareholder information rights, majority abuse, director liability and urgent corporate litigation. Fırat Fesih Kaya Law Office assists foreign shareholders and international investors facing corporate transparency and shareholder disputes involving Turkish companies. Lawyer Fırat Fesih Kaya provides legal assistance in exercising information and inspection rights, preparing special-audit requests, representing shareholders in court applications, examining related-party transactions and coordinating special-audit proceedings with director-liability and other shareholder remedies.

Phone: +90 312 434 22 22
Mobile / WhatsApp: +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