Has a director, manager or shareholder used a Turkish company bank account without authorization? Learn about director liability, shareholder responsibility, unauthorized transfers, criminal complaints, asset recovery and legal remedies for foreign investors in Turkey.

Unauthorized use of a company bank account in Turkey can create serious corporate, civil and potentially criminal consequences. The problem is particularly significant for foreign shareholders who have invested in a Turkish company but have delegated day-to-day banking authority to a local director, manager or business partner.

A foreign investor may discover unexplained withdrawals, transfers to personal accounts, payments to relatives, transfers to related companies, excessive management payments, fictitious supplier invoices or corporate credit-card expenses that appear unrelated to the company’s business.

The first reaction may be to assume that any transfer made without the foreign shareholder’s approval is unlawful. The legal position is more complicated.

The key questions are who had authority to operate the bank account, what limits applied to that authority, whether the transaction served a legitimate corporate purpose, who ultimately benefited from the payment and whether the company suffered a financial loss.

Turkey’s Ministry of Trade confirms that the principal corporate framework continues to be governed by Law No. 6102, together with the relevant company and commercial registry regulations. (Ticaret Bakanlığı)

For foreign investors, unauthorized bank-account activity should therefore be examined simultaneously from a corporate governance, director liability, shareholder liability, criminal law and financial recovery perspective.

Who Owns Money in a Company Bank Account?

The company does.

This point is fundamental.

Money held in a company’s bank account should not be treated as the personal money of its shareholders merely because they own the company.

In a capital company, the company’s legal personality must be distinguished from its shareholders.

The Ministry of Trade expressly explains that a joint-stock company is liable for its debts with its own assets and that limited liability applies to shareholders in capital companies such as joint-stock and limited liability companies. (Ticaret Bakanlığı)

Therefore, owning 50 percent, 70 percent or even a very substantial percentage of a company does not automatically mean that the shareholder may withdraw the corresponding percentage of the company’s cash.

Can a Shareholder Use the Company Bank Account?

Potentially, but only where the person has the necessary authority and the transaction itself has a legitimate corporate basis.

Share ownership and banking authority are different concepts.

A shareholder may have no authority to represent the company.

Conversely, a director who owns no shares may have extensive authority to operate corporate bank accounts.

Accordingly, the first investigation should identify exactly who was authorized to represent the company and operate its accounts at the relevant time.

Can a Director Withdraw Company Money?

A director or manager may have authority to conduct banking transactions on behalf of the company.

That authority exists to conduct company affairs.

It does not necessarily provide unrestricted permission to use company money for personal purposes.

The legal distinction between authority to execute a transaction and legal entitlement to receive or spend the money is extremely important.

A director may technically be capable of transferring EUR 100,000 through online banking while still lacking a legitimate corporate basis for transferring that money to a personal account.

Banking Authority Does Not Mean Ownership

This is one of the most common misunderstandings in foreign-owned companies.

A foreign shareholder may grant a Turkish business partner broad banking authority because the partner manages daily operations.

The partner may then argue that every transaction was valid because the bank accepted it.

That does not necessarily resolve the issue.

The bank’s execution of a transaction and the internal legal justification for the transaction are separate questions.

What Is Unauthorized Use of a Company Bank Account?

Unauthorized use can take many forms.

A manager may transfer company money directly to a personal bank account.

A shareholder may use corporate funds to pay private expenses.

A director may transfer money to another business they control without genuine services being provided.

Corporate credit cards may be used for holidays, luxury purchases or family expenses.

Cash may be repeatedly withdrawn without receipts.

Customer payments may even be redirected away from the company altogether.

Each scenario requires individual analysis.

Transfers to a Director’s Personal Account

A transfer to a director’s personal account should immediately be examined, but it should not automatically be characterized as fraud.

There may be a legitimate explanation.

The payment could represent salary, reimbursement, approved management compensation or repayment of a genuine debt owed by the company.

The foreign shareholder should therefore ask a simple question:

What was the legal basis for this payment?

Then verify the explanation using company records.

Director Salaries and Management Payments

Directors can legitimately receive compensation.

For joint-stock companies, the Ministry of Trade explains that payments such as attendance fees, remuneration, bonuses, premiums and annual profit shares can be made where the amount is determined through the articles of association or a general meeting resolution. (Ticaret Bakanlığı)

This is important when investigating suspicious transfers.

A director cannot necessarily justify a substantial payment merely by describing it afterward as a “management fee.”

The corporate basis for the payment should be verified.

Shareholder Withdrawals

Shareholder withdrawals require similar scrutiny.

A shareholder may receive legitimate payments from a company.

However, share ownership itself does not turn the corporate bank account into the shareholder’s personal account.

The investor should examine whether the transfer represented a properly authorized distribution, repayment, contractual payment or another legitimate transaction.

What If a Majority Shareholder Withdraws the Money?

Majority ownership does not eliminate the company’s separate legal personality.

A 70 percent shareholder does not automatically own 70 percent of every amount in the company’s bank account.

Accordingly, majority shareholders can potentially face liability where they participate in transactions that unlawfully cause losses to the company.

Minority shareholders should not assume that they have no remedies merely because another shareholder controls the voting majority.

What If a 50/50 Business Partner Takes the Money?

This is particularly common in foreign-local joint ventures.

Suppose a foreign investor and a Turkish business partner each own 50 percent of the company.

The local partner manages daily operations and has online banking access.

The foreign investor later discovers that substantial amounts have been transferred to the local partner.

The partner cannot necessarily justify those transfers by saying, “Half the company belongs to me.”

The money belongs to the company until it is lawfully distributed or otherwise paid.

Personal Expenses Paid From the Company Account

Personal expenses are a major warning sign.

Examples can include private rent, personal credit-card bills, holidays, luxury goods, family expenses and vehicles unrelated to company operations.

The accounting treatment of each expense should be investigated.

A transaction recorded as a company expense should correspond with an actual corporate purpose.

Corporate Credit Card Misuse

Corporate cards should be reviewed together with the main bank account.

Foreign shareholders should obtain card statements and compare transactions against invoices and expense reports.

Repeated personal purchases may reveal a broader pattern of unauthorized use.

Cash Withdrawals From the Company Account

Cash transactions can make financial tracing more difficult.

Large or repeated cash withdrawals should therefore receive particular attention.

For every withdrawal, determine:

Who withdrew the money?

Why was cash required?

Who supposedly received it?

Was an invoice or receipt issued?

How was it recorded in the accounting system?

Unexplained cash activity can become an important part of a financial investigation.

Transfers to Family Members

Payments to a director’s spouse, sibling, parent or another relative should be investigated carefully.

However, family relationship alone does not prove wrongdoing.

The recipient may genuinely have provided goods or services.

The company should determine whether there was a contract, invoice and genuine commercial activity supporting the payment.

Transfers to Related Companies

Related-party payments can be particularly important.

A director may control another company that invoices the foreign-owned business.

The foreign investor should identify the ownership and management of the receiving company.

Then examine what was supposedly purchased.

Was there a genuine service?

Was the price commercially reasonable?

Was the relationship disclosed?

Was the transaction properly authorized?

Fake Supplier Payments

Fictitious suppliers can be used to extract company funds.

A supposed consulting company may issue invoices even though no consulting work occurred.

A supplier may invoice goods that were never delivered.

The foreign shareholder should not treat the existence of an invoice as proof that the transaction was legitimate.

Underlying commercial activity should be verified.

Customer Payments Redirected to Personal Accounts

Sometimes the company bank account itself is not directly emptied.

Instead, customers are instructed to send payments elsewhere.

For example, a director may provide customers with a personal account number or the bank details of another company.

The company’s accounting records then show unexpectedly low revenue.

Customer communications and invoices can become crucial evidence.

Who Is Liable: The Director or the Shareholder?

It depends on who participated in the conduct.

A person may simultaneously be a shareholder and director.

But liability should still be analyzed according to the person’s actual role.

A passive shareholder who did not participate in management is not automatically responsible for every transaction performed by directors.

Likewise, being a director does not automatically create liability for every financial problem experienced by the company.

Individual conduct matters.

Director Liability

Director liability may arise where a director breaches applicable corporate duties and causes legally recoverable damage.

The investigation should identify exactly what the director did.

Did the director authorize the payment?

Did the director receive the money?

Did the director conceal the transaction?

Did the director approve a related-party transaction?

Did the director knowingly allow another person to misuse company funds?

These factual questions are usually more important than job titles alone.

Shareholder Liability

Shareholder responsibility requires separate analysis.

A shareholder who merely owns shares should be distinguished from a shareholder who actively participates in the disputed transaction.

For example, a shareholder who knowingly receives company money through a fictitious transaction may face a very different legal position from an investor who had no involvement in management.

Can Both Directors and Shareholders Be Liable?

Potentially.

A transaction may involve several participants.

One director may authorize the transfer.

Another person may create supporting documentation.

A shareholder may receive the money.

A related company may act as an intermediary.

The legal responsibility of each participant should be assessed individually.

Can Unauthorized Use Constitute a Criminal Offence?

Potentially.

The criminal characterization depends on how control over the money was obtained and how the funds were subsequently used.

Cases involving entrusted corporate assets can potentially raise issues concerning breach of trust, while cases involving deliberate deception may require analysis under different criminal provisions.

A corporate dispute should not automatically be converted into a criminal allegation merely because shareholders disagree.

Evidence of intentional misuse is critical.

Criminal Complaint or Commercial Lawsuit?

Potentially both.

A criminal complaint addresses suspected criminal conduct.

Corporate or commercial proceedings can address company losses, management responsibility, shareholder rights and disputed corporate decisions.

Recovery of the money may require additional legal measures.

The procedures should therefore be coordinated rather than treated as mutually exclusive.

Does Filing a Criminal Complaint Recover the Money?

Not automatically.

This is particularly important for foreign investors.

A successful criminal investigation may establish responsibility but still leave the company facing a financial loss.

The recovery strategy should identify where the funds went and what assets remain available.

Who Should Claim the Money Back?

This depends on whose assets were taken.

Where money was withdrawn from the company’s bank account, the immediate loss generally concerns the company.

The shareholder’s economic loss may be indirect because the value of the investment has been reduced.

This distinction should be considered before initiating compensation proceedings.

What If the Foreign Investor Personally Transferred the Money?

The analysis can be different.

Suppose a business partner deceives a foreign investor into transferring EUR 500,000 directly to the partner’s personal account.

That scenario differs from a director transferring EUR 500,000 from an existing company bank account.

The identity of the injured party and appropriate remedies may therefore differ.

How Can Foreign Shareholders Discover Unauthorized Transactions?

Start with bank statements.

Do not rely exclusively on accounting summaries provided by management.

Compare the bank records with:

accounting entries, invoices, contracts, corporate resolutions, payroll records and expense documentation.

Bank records reveal what actually moved.

Accounting records reveal how management described the movement.

The difference between the two can be extremely informative.

Shareholder Information Rights

Corporate information rights can become particularly important where management refuses to explain transactions.

The Ministry of Trade states that shareholders in joint-stock companies can request information from the board concerning company affairs. If an information or inspection request is unanswered, unjustifiably rejected or postponed, the shareholder may apply to the commercial court at the company’s registered seat under the applicable procedure. (Ticaret Bakanlığı)

For foreign investors locked out of company information, this can be a significant remedy.

Director Information and Inspection Rights

Directors themselves can also possess important information rights.

The Ministry of Trade explains that board members may obtain information concerning company affairs and, where required for their duties, request access to company books and files. A board member whose information or inspection rights are obstructed may apply to the commercial court at the company’s registered seat. (Ticaret Bakanlığı)

This can matter where several directors are in conflict and one director controls financial information.

Independent Financial Examination

Independent examination can reveal discrepancies that ordinary shareholders cannot easily identify.

The Ministry of Trade describes independent audit as examination of company books, records and documents to determine whether financial statements and other financial information reflect the actual situation. (Ticaret Bakanlığı)

In suspected bank-account misuse, forensic accounting may provide an even more transaction-focused investigation.

Should a Forensic Accountant Be Appointed?

For high-value cases, this can be extremely useful.

A forensic accountant can reconstruct several years of transactions, identify related-party payments, detect unusual cash movements and quantify the company’s losses.

The legal team can then connect those findings with corporate authority and potential liability.

Can Bank Records Be Obtained?

Records already lawfully available to the company should be preserved immediately.

Where additional banking information is required, the appropriate procedural mechanism depends on the proceedings and circumstances.

Foreign investors should avoid attempting to access another person’s private banking information unlawfully.

Can Banking Authority Be Cancelled?

Potentially, through the appropriate corporate and banking procedures.

Where unauthorized transactions are continuing, this may become an urgent governance issue.

The articles of association, representation structure, signature authority and relevant corporate resolutions should be examined.

The solution must be legally implemented rather than achieved through unauthorized access to the account.

Can Two Signatures Be Required?

Companies can structure representation and internal controls in ways designed to reduce unilateral financial risk, subject to the applicable corporate and banking framework.

For foreign-owned companies, requiring more than one approval for substantial transactions can provide an important safeguard.

Banking controls should correspond with registered representation authority and internal corporate procedures.

Can the Director Be Removed?

Potentially, depending on company type, governance structure and legal circumstances.

Removal from management and liability for previous conduct are separate issues.

Even if a director is removed immediately, previous transactions may still need to be investigated and recovery pursued.

What If the Director Refuses to Hand Over the Accounts?

Do not rely exclusively on voluntary cooperation.

The company’s statutory corporate rights and available judicial procedures should be examined.

The Ministry of Trade specifically confirms court remedies in circumstances where applicable information and inspection rights are improperly obstructed. (Ticaret Bakanlığı)

What If Accounting Records Are Manipulated?

Preserve independent sources.

Bank records, invoices from third parties, customer communications and electronic records may allow transactions to be reconstructed.

Backups should be preserved before management access changes where legally possible.

Do not alter original records.

What If the Director Deletes Emails?

Other copies may still exist on company servers, employee accounts or backup systems.

Digital evidence should be preserved lawfully and professionally.

Foreign investors should avoid accessing purely private accounts without legal authority.

Can the Director’s Assets Be Frozen?

Potentially, where the requirements of the relevant protective measure are satisfied.

However, an accusation alone does not automatically justify freezing personal assets.

The legal basis, evidence, urgency and relationship between the property and disputed conduct must be examined.

What If the Money Has Been Used to Buy Property?

Trace the payment.

The investor should document the movement from the corporate account to the recipient and, where evidence permits, into subsequent assets.

Financial tracing can become highly important to recovery.

What If Money Was Sent Abroad?

Cross-border transfers make recovery more complicated but should still be investigated.

Preserve SWIFT information, receiving-bank details and payment descriptions.

The jurisdictions involved may determine whether international recovery mechanisms need to be considered.

What If the Director Has Left Turkey?

Leaving the country does not automatically eliminate potential liability.

Corporate and recovery proceedings may continue depending on the circumstances.

Cross-border enforcement and criminal cooperation issues may become relevant where the individual or assets are located abroad.

What If the Company Is Nearly Insolvent?

Act quickly.

Where substantial funds have been removed and the company has little remaining liquidity, the investor should examine the financial condition immediately.

Creditor claims, insolvency risk and suspicious pre-insolvency transfers may complicate recovery.

Waiting can significantly reduce available options.

Can Minority Shareholders Protect the Company?

Potentially.

Minority shareholders should identify their exact ownership percentage and statutory rights.

Information, inspection and other corporate remedies can become especially important where majority shareholders also control management.

The Ministry of Trade’s current company information materials expressly recognize judicial remedies where certain shareholder information and inspection requests are improperly denied. (Ticaret Bakanlığı)

What If the Majority Shareholder Controls the Bank Account?

Majority control does not automatically legalize every transaction.

The company’s assets remain distinct from the shareholder’s personal property.

Corporate authority, purpose and individual conduct must still be examined.

Can General Meeting Resolutions Protect the Director?

Not necessarily.

The existence of a resolution should be examined for its content, validity and relationship to the transaction.

Foreign shareholders should also verify whether meetings actually occurred, whether notice requirements were followed and whether the resolution genuinely authorized the disputed payment.

Forged Corporate Resolutions

If a foreign shareholder suspects that a signature or resolution has been fabricated, preserve the original documentation.

Identify which bank transactions or corporate changes relied on the disputed document.

Forensic examination and separate legal remedies may become necessary.

Unauthorized Online Banking Access

A different situation arises where someone uses company banking credentials without any authority whatsoever.

The company should immediately secure the banking channel, preserve login and transaction records and notify the bank through appropriate channels.

Potential cyber and criminal issues may arise in addition to corporate liability.

What Should the Company Tell the Bank?

Where an unauthorized transaction is discovered, the bank should be contacted promptly through official channels.

The company should identify the disputed transaction and determine whether access credentials or authorization arrangements need to be changed.

However, disputes concerning internal corporate authority may require documentary proof of who is legally entitled to represent the company.

What Evidence Should Be Preserved?

The most important evidence normally includes bank statements, transfer confirmations, corporate resolutions, signature circulars, accounting records, invoices, contracts, credit-card statements, emails, messages and company registry documentation.

Preserve originals whenever possible.

Create a Transaction Map

For complex cases, create a single chronology containing every suspicious payment.

Record the date, amount, sender, recipient, payment description, accounting classification, alleged justification and supporting documents.

This transforms an allegation such as “the director stole company money” into a structured evidentiary case.

What Should Foreign Investors Do in the First 24 Hours?

Secure lawful access to current bank records and accounting data, preserve relevant electronic evidence and determine whether suspicious transactions are continuing. Identify everyone with banking authority and immediately document significant payments to directors, shareholders, relatives or related companies.

Do not retaliate by withdrawing company money yourself. Do not delete records or publicly accuse the suspected person before assessing evidence and asset-preservation risks.

What Should Be Done During the First Week?

The foreign investor should reconstruct the financial history, compare banking records against accounting entries, identify all recipients, review representation authority and examine relevant corporate resolutions.

The preliminary financial loss should then be calculated.

Once the transaction map is complete, criminal, corporate and recovery remedies can be evaluated together.

Preventing Unauthorized Company Bank Account Use

Foreign investors should build financial controls before problems occur.

Major transactions should be subject to documented approval procedures.

Independent access to bank statements should be maintained.

Accounting should not be controlled exclusively by the same person who initiates payments.

Related-party transactions should be transparent.

Foreign shareholders should also receive regular financial reporting directly rather than relying solely on verbal explanations from local management.

2026 Corporate Framework in Turkey

As of 2026, the Ministry of Trade continues to list Law No. 6102, the Turkish Commercial Code, as the principal legislation governing companies, together with the relevant commercial registry and secondary regulations. (Ticaret Bakanlığı)

For foreign investors, the practical lesson is clear: a company bank-account dispute should not be treated merely as a banking problem. It may simultaneously involve corporate governance, representation authority, director responsibility, shareholder rights, financial loss and potentially criminal conduct.

Frequently Asked Questions

1. Can a director use company money for personal expenses?

Banking authority does not automatically provide a director with unrestricted authority to use corporate money for personal purposes. The legal basis for the expenditure must be examined.

2. Can a shareholder withdraw company money whenever they want?

No. Share ownership should be distinguished from ownership of individual company assets. A legitimate corporate basis is required for payments to shareholders.

3. Is a majority shareholder allowed to control all company money?

Majority voting control does not automatically make company funds the majority shareholder’s personal property.

4. Can an unauthorized transfer create director liability?

Potentially. Liability depends on the director’s duties, conduct, authorization, financial consequences and other circumstances.

5. Can shareholders request information about suspicious transactions?

Yes, subject to the applicable corporate rules. The Ministry of Trade confirms information and inspection rights for shareholders and court remedies where qualifying requests are improperly denied. (Ticaret Bakanlığı)

6. Can a criminal complaint be filed?

Potentially, where evidence supports suspected criminal conduct. The precise criminal classification depends on how the funds came under the person’s control and how they were subsequently used.

7. Does filing a criminal complaint recover the company’s money?

Not automatically. Financial recovery may require separate corporate, commercial, compensation or enforcement measures.

8. Can money transferred to a director’s personal account be recovered?

Potentially. The payment’s legal basis, recipient, subsequent movement of funds and available assets should be investigated.

9. Can a foreign shareholder take action while living outside Turkey?

Potentially. Many corporate and judicial procedures can be pursued through appropriate representation, although personal participation may occasionally be required.

10. What should I do if unauthorized withdrawals are happening right now?

Preserve bank and accounting records immediately, determine who has banking authority, document the suspicious transactions and evaluate lawful steps to prevent additional losses.

Legal Assistance for Unauthorized Company Bank Account Use in Turkey

Unauthorized use of a company bank account in Turkey should be investigated quickly, particularly where a foreign shareholder does not control daily operations.

The investigation should establish who had authority over the account, which transactions were made, who received the funds, whether each payment had a genuine corporate purpose, whether directors or shareholders personally benefited and whether money or other recoverable assets remain available.

Foreign investors should avoid focusing exclusively on whether the person had online banking access. The more important legal question is whether the person was entitled to use the company’s money in the manner alleged.

Fırat Fesih Kaya Law Office provides legal assistance to foreign shareholders, foreign investors and international companies concerning unauthorized company bank transactions, director misconduct, shareholder misuse of corporate funds, related-party transfers, corporate credit-card abuse, fake invoices, breach of trust allegations, financial investigations and recovery of company assets in Turkey.

Legal assistance may include examination of bank and accounting records, review of corporate representation authority, preservation of financial evidence, investigation of suspicious recipients, exercise of shareholder information rights, preparation of criminal complaints where appropriate and coordination of corporate, commercial and financial recovery proceedings.

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

Where unauthorized transfers are still occurring, speed can directly affect the possibility of financial recovery. Preserving bank records, securing corporate evidence and identifying where the money has gone should therefore be treated as immediate priorities.