Paid for Shares in a Turkish Company but Never Became a Shareholder? Legal Remedies for Foreign Investors

A foreign investor agrees to acquire shares in a Turkish company.

The share purchase agreement is signed. The purchase price is transferred. The seller receives the money.

But weeks or months later, the investor discovers that the shares were never properly transferred.

Perhaps the investor was never entered into the company’s share ledger. Perhaps a required general assembly approval was never obtained. Perhaps the share certificates were never endorsed or delivered. In some cases, the seller may even have transferred the same shares to somebody else.

The immediate question is:

Can the foreign investor recover the money paid for shares that were never transferred?

In many cases, yes.

Depending on the structure of the transaction, the investor may be entitled to demand:

• completion of the share transfer;
• repayment of the purchase price;
• termination or withdrawal from the agreement;
• contractual damages;
• default interest;
• compensation for additional losses;
• restitution based on unjust enrichment;
• provisional attachment of the seller’s assets; or
• interim measures preventing further disposition of the disputed shares.

However, the correct legal remedy depends heavily on what type of Turkish company is involved, who received the money, what documents were signed, and why the transfer failed.

1. Foreign Investors Have the Same Basic Private-Law Remedies as Turkish Investors

Foreign nationality does not generally reduce an investor’s contractual protection under Turkish law.

Under the Turkish Foreign Direct Investment Law No. 4875, foreign investors are generally permitted to make direct investments in Türkiye and are subject to equal treatment with domestic investors, unless an international agreement or specific legislation provides otherwise.

Accordingly, a foreign investor who purchases shares in a Turkish company may generally rely on the same contractual, corporate and procedural remedies available to a Turkish investor.

The fact that the purchase price was sent from Germany, the United Kingdom, the UAE, the United States or another jurisdiction does not prevent the investor from pursuing a claim in Türkiye where Turkish courts have jurisdiction.

2. The First Question: What Exactly Did the Investor Purchase?

Before deciding whether money can be recovered, the transaction must be legally classified.

Two transactions that look commercially similar may produce very different legal consequences.

Scenario A — Purchase of Existing Shares

An existing shareholder agrees to sell their shares to the foreign investor.

For example:

A foreign investor agrees to purchase 30% of a Turkish limited liability company from its current shareholder for EUR 500,000.

The investor transfers EUR 500,000 directly to the seller.

The seller must then complete the legally required steps for transferring the shares.

If the seller receives the purchase price but fails to transfer the shares, this is primarily a share purchase agreement and contractual performance problem.

Scenario B — Investment Through a Capital Increase

The investor does not buy existing shares from a shareholder.

Instead, the investor pays money into the company with the expectation that new shares will be issued through a capital increase.

For example:

The investor pays EUR 1 million to the Turkish company in return for a proposed 20% equity interest following a capital increase.

This is legally different.

The money has been paid to the company, rather than to a selling shareholder.

Whether the investor can simply demand the money back may depend on:

• whether a valid capital increase resolution was adopted;
• whether the investor formally subscribed for the shares;
• whether the capital increase was registered;
• whether the subscription became legally effective; and
• whether Turkish capital maintenance rules restrict repayment.

Therefore, the first question should always be:

Was this a share sale or an equity subscription/capital increase?

3. Who Received the Money?

This is one of the most important practical questions in any failed share transfer case.

Suppose:

• Seller A owns shares in Company X;
• Foreign Investor B agrees to buy those shares;
• B transfers EUR 300,000 directly to A;
• A never transfers the shares.

The primary repayment claim will normally be directed against Seller A.

Company X does not automatically become responsible for repaying the purchase price merely because its shares were the subject of the transaction.

The situation changes if:

• the money was paid directly to Company X;
• the company was itself a contracting party;
• company directors personally made representations or guarantees;
• money was diverted through company accounts; or
• separate unlawful conduct creates liability for the company or its directors.

Identifying the correct defendant is therefore critical before commencing proceedings.

4. Limited Liability Company Shares: Formal Requirements Matter

The transfer of shares in a Turkish limited liability company — limited şirket — is subject to significant formal requirements.

Article 595 of the Turkish Commercial Code provides that the transfer of a limited liability company share, as well as the transaction creating the obligation to transfer, must be made in writing and the signatures of the parties must be notarized.

Unless the articles of association provide otherwise, the transfer also requires the approval of the general assembly.

The transfer becomes effective upon that approval.

This means that a document entitled:

“Share Purchase Agreement”

does not necessarily mean that the investor has legally acquired the shares.

The following questions must be examined:

1. Was there a written share transfer agreement?
2. Were the signatures notarized?
3. Was general assembly approval required?
4. Was approval actually obtained?
5. Was the investor entered into the company’s share ledger?
6. Was the change submitted to the trade registry where required?

The company is required to maintain a share ledger containing information regarding its shareholders and share transfers. TCC Article 594 regulates the limited liability company’s share ledger, while Article 598 deals with registration of transfers.

5. What If the Limited Company Share Transfer Agreement Was Never Properly Notarized?

This can significantly strengthen a restitution claim.

Suppose an investor pays USD 400,000 under an ordinary privately signed document that is intended to transfer shares in a Turkish limited liability company.

But the legally required formalities under TCC Article 595 are never completed.

Depending on the exact structure and wording of the transaction, the investor may argue that the intended legal basis for the payment did not validly materialize.

This can create a restitution claim, including potentially a claim based on unjust enrichment.

Article 77 of the Turkish Code of Obligations provides that a person who becomes enriched from another person’s assets without a valid legal basis is obliged to return that enrichment. The rule expressly covers situations in which the purported legal basis was invalid, never materialized or subsequently ceased to exist.

Accordingly:

Money cannot ordinarily be retained indefinitely merely because the intended share transfer failed.

However, the legal basis of the repayment claim must be correctly characterized.

6. The Investor May Demand Completion of the Share Transfer Instead of a Refund

A foreign investor is not always required to cancel the transaction.

Sometimes the investor still wants the shares.

Suppose the investor purchased 25% of a rapidly growing technology company for USD 500,000.

Two years later, that 25% interest is worth USD 2 million.

A refund of USD 500,000 may therefore be economically unattractive.

In such circumstances, the investor may consider seeking specific performance, meaning completion of the contractual obligation to transfer the shares.

Whether this remedy is available depends on factors including:

• validity of the share transfer agreement;
• type of company;
• applicable formal requirements;
• corporate approvals;
• restrictions in the articles of association;
• whether the seller still owns the shares;
• whether the shares have already been transferred to another person; and
• rights acquired by third parties.

The strategic question is therefore not merely:

“Can we get the money back?”

It may instead be:

“Are the shares now worth more than the amount we paid, and can we force completion of the original transaction?”

7. Seller Default Under the Turkish Code of Obligations

If the seller has a valid obligation to transfer the shares but does not perform it when due, the Turkish Code of Obligations’ provisions on debtor default may apply.

Under Article 117, the debtor of a due obligation will generally fall into default following a notice from the creditor, subject to statutory exceptions where notice is unnecessary.

For reciprocal contracts, Article 123 permits the non-defaulting party to grant the defaulting party an appropriate additional period for performance.

If performance still does not occur, Article 125 gives the creditor important alternative remedies. Depending on the circumstances, the creditor may:

• continue to demand performance and compensation for delay;
• waive performance and claim damages arising from non-performance; or
• withdraw from the agreement.

When the investor validly withdraws from the contract, the parties are released from their reciprocal performance obligations and may demand restitution of performances already made.

Therefore, if the investor has already paid the purchase price but the seller has failed to transfer the shares, the investor may potentially withdraw from the share purchase agreement and demand repayment.

8. A Formal Notice Can Be Extremely Important

Foreign investors often make a practical mistake:

They repeatedly send informal WhatsApp messages such as:

“When will you transfer my shares?”

“Please send my money back.”

“You promised to complete everything last month.”

These messages may have evidentiary value.

However, depending on the transaction, a properly structured formal notice — ihtarname — may be considerably more effective.

The notice can state that:

• the purchase price has been fully paid;
• the investor has performed its contractual obligations;
• the shares have not been transferred;
• the seller is required to complete the transfer within a specified period;
• failing performance, the investor will exercise its contractual and statutory rights;
• repayment, interest and damages will be claimed; and
• provisional remedies may be sought.

The precise wording is important because Turkish law may require the investor to determine whether it seeks performance or withdrawal/refund.

9. Can the Investor Recover the Purchase Price Through Unjust Enrichment?

Potentially, yes.

Unjust enrichment becomes particularly relevant where the legal basis of the payment:

• was invalid from the beginning;
• never materialized; or
• subsequently disappeared.

Article 77 of the Turkish Code of Obligations expressly covers these circumstances.

A simple example illustrates the issue.

Example

A British investor agrees to purchase 40% of a Turkish limited company.

The investor pays EUR 600,000.

No legally valid share transfer is ever completed.

The seller retains both:

• the EUR 600,000; and
• ownership of the 40% shareholding.

Subject to the exact contractual structure, allowing the seller permanently to retain both the money and the shares may create a strong restitution argument.

However, unjust enrichment should not automatically be pleaded as the sole legal basis where a valid contractual claim exists.

In Turkish law, the precise relationship between contractual remedies and unjust enrichment must be analysed carefully.

10. An Important Limitation Period Warning

Foreign investors should not delay taking action.

Different causes of action can have different limitation periods.

For unjust enrichment claims, Article 82 of the Turkish Code of Obligations provides a limitation period of:

• two years from the date on which the claimant learns that it has the right to seek restitution; and
• in any event ten years from the date on which the enrichment occurred.

For contractual claims, Article 146 establishes a general ten-year limitation period unless another statutory limitation period applies.

However, this does not mean that every share dispute automatically benefits from ten years.

The precise legal characterization of the claim can trigger different limitation rules.

Investors should therefore obtain legal analysis as soon as it becomes clear that the transfer will not be completed.

11. Anonymous Companies: The Transfer Rules Are Different

Share transfers in a Turkish joint stock company — anonim şirket — are governed by different rules.

This distinction is critical.

For registered shares, TCC Article 490 provides that shares are generally freely transferable unless the law or articles of association provide otherwise.

Where registered share certificates have been issued, a legal transfer may be completed by endorsement and delivery of possession to the transferee, subject to applicable restrictions.

The articles of association may nevertheless require company approval for the transfer of registered shares, and TCC Articles 492 and 493 regulate circumstances in which such approval may be restricted or refused.

Therefore, determining whether a foreign investor actually acquired joint stock company shares requires examination of:

• the company’s articles of association;
• whether share certificates exist;
• whether shares are registered or bearer shares;
• endorsement;
• delivery;
• board approval where applicable; and
• the share ledger.

12. Is Entry in the Share Ledger Enough?

Not by itself.

Article 499 of the Turkish Commercial Code regulates the share ledger of a joint stock company.

The company records holders of uncertificated shares and registered share certificates in its share ledger, and a transferee cannot be entered unless proper transfer has been established. In dealings with the company, the person registered in the share ledger is treated as the shareholder.

But the legal analysis should not be reduced to:

“My name is not in the share ledger, therefore I own nothing.”

For joint stock companies, the validity and effectiveness of the transfer can depend on several additional factors.

The original documents and corporate records must be examined together.

13. What About Bearer Shares?

Bearer shares require additional attention.

Following amendments to the Turkish Commercial Code, transfer of bearer share certificates has consequences against the company and third parties through transfer of possession and notification to the Central Securities Depository — Merkezi Kayıt Kuruluşu (MKK).

Without the required MKK notification, rights attached to bearer shares cannot be exercised until the notification requirement has been fulfilled.

Therefore, where a foreign investor claims to have purchased bearer shares, the MKK records may become critical evidence.

14. The Share Ledger, Trade Registry and MERSİS Should Be Checked Immediately

An investor who suspects that the share transfer was never completed should not rely solely on representations made by the seller.

A legal review should normally include available records such as:

• Turkish Trade Registry Gazette publications;
• MERSİS records;
• company articles of association;
• share ledger;
• general assembly resolutions;
• board resolutions;
• capital increase documentation;
• shareholder lists;
• share certificates;
• MKK records, where relevant; and
• commercial books and company records.

For a limited liability company in particular, the general assembly approval and share transfer documentation can be decisive. TCC Article 595 establishes the basic transfer formalities.

15. What Evidence Should a Foreign Investor Preserve?

The investor should immediately preserve all documents showing both the agreement and payment.

Important evidence may include:

• Share Purchase Agreement;
• Share Subscription Agreement;
• Investment Agreement;
• Shareholders’ Agreement;
• term sheets;
• side letters;
• bank transfer receipts;
• SWIFT confirmations;
• escrow records;
• invoices or receipts;
• emails;
• WhatsApp correspondence;
• messages from company executives;
• representations concerning share ownership;
• capitalization tables;
• due diligence reports;
• general assembly minutes;
• board resolutions;
• notarized documents;
• trade registry records; and
• evidence showing how the purchase price was calculated.

Bank records can be especially powerful where the transfer description states something such as:

“Share Purchase Price”

or identifies the specific company and share acquisition.

16. Can the Investor Freeze the Seller’s Assets?

Potentially.

Where the investor has converted its claim into a due monetary repayment claim, provisional attachment — ihtiyati haciz — may become one of the most important protective measures.

Article 257 of the Turkish Enforcement and Bankruptcy Law permits a creditor of an unsecured and due monetary claim, subject to statutory requirements, to seek provisional attachment over the debtor’s movable and immovable assets, receivables and other rights.

The applicant must generally provide sufficient evidence to satisfy the court at the provisional stage.

Recent appellate practice continues to emphasize that provisional attachment requires at least approximate proof of the existence, maturity and nature of the monetary claim.

This can be crucial where there is a risk that the seller may:

• transfer real estate;
• empty bank accounts;
• transfer company interests;
• move assets abroad; or
• otherwise become judgment-proof.

17. Can the Investor Stop the Shares From Being Sold to Someone Else?

Potentially.

This is a different provisional remedy.

If the investor’s primary claim concerns ownership or transfer of specific shares, an interim injunction — ihtiyati tedbir — may be requested under the Code of Civil Procedure where changes in the existing situation may seriously impair or make enforcement of the claimed right impossible, or where delay would cause serious harm.

Depending on the circumstances, an investor may therefore seek an order designed to prevent further transfer or disposition of the disputed shares during litigation.

The distinction is important:

Money claim → provisional attachment may be appropriate.

Disputed shares → interim injunction may be appropriate.

The appropriate measure depends on the relief sought.

18. Can Interest Also Be Claimed?

Frequently, yes.

Where the repayment obligation has become due and the debtor is in default, default interest may potentially be claimed together with the principal.

Article 117 of the Turkish Code of Obligations governs when a debtor enters default. As a general rule, a debtor of a due obligation enters default upon notice, although the Code contains situations in which separate notice is unnecessary.

For foreign investors, particular attention should also be paid to:

• the currency stated in the agreement;
• the currency actually paid;
• whether repayment must be made in EUR, USD or TRY;
• contractual interest provisions;
• default interest provisions; and
• exchange-rate losses.

For a substantial foreign investment, currency treatment can materially affect the amount eventually recovered.

19. Can the Investor Claim More Than the Original Purchase Price?

Potentially.

Refunding the investment is not necessarily the investor’s only remedy.

Depending on the contractual provisions and the seller’s fault, damages might include losses caused by non-performance.

For example, the investor may argue that it suffered losses because:

• it incurred due diligence and advisory costs;
• financing expenses were incurred;
• a related investment opportunity was lost;
• the value of the intended shares increased significantly;
• contractual rights attached to the shares could not be exercised; or
• the investor incurred costs because of the seller’s breach.

However, damages require appropriate proof of:

• breach;
• loss;
• causation; and
• where legally necessary, fault.

Claims for speculative future profits are generally much harder to establish than repayment of a documented purchase price.

20. Is Failure to Transfer Shares a Criminal Offence?

Not automatically.

A simple contractual breach does not become fraud merely because one party failed to perform.

However, the situation may change if there is evidence that the seller never intended to transfer the shares and deliberately deceived the investor from the outset in order to obtain the money.

Article 157 of the Turkish Criminal Code defines fraud by reference to deceptive conduct that causes another person to suffer loss while obtaining an unlawful benefit.

Depending on the identity of the offender and circumstances of the transaction, qualified fraud provisions may also become relevant.

For example, Turkish criminal law contains a qualified fraud category concerning fraudulent acts committed by traders, company managers or persons acting on behalf of companies in the course of commercial activities. Recent Court of Cassation practice continues to emphasize that the statutory conditions must actually be established.

A criminal complaint may therefore be considered where, for example:

• the seller did not own the shares represented as being owned;
• the same shares were deliberately sold to several investors;
• fabricated company documents were used;
• false share certificates were presented;
• fictitious general assembly resolutions were created;
• false trade registry information was provided; or
• the investor’s money was obtained through a pre-planned deceptive scheme.

But a criminal complaint should not be used merely as pressure in an ordinary contractual dispute.

21. Mandatory Mediation May Be Required Before Filing a Monetary Commercial Claim

This procedural point is frequently overlooked by foreign investors.

If the dispute qualifies as a commercial case and the investor seeks repayment of a sum of money, compensation, restitution or another monetary remedy covered by Article 5/A of the Turkish Commercial Code, application to a mediator may be a mandatory prerequisite before litigation.

The current TCC Article 5/A covers specified commercial actions concerning monetary receivables, compensation, annulment of objection, negative declaratory actions and restitution claims.

Failure to complete mandatory mediation before filing the lawsuit can result in dismissal on procedural grounds.

The mandatory mediation rules also apply to disputes involving a foreign element where the statutory conditions are otherwise met.

This does not mean that interim protective measures must necessarily wait until mediation is completed; the availability and timing of provisional measures require a separate procedural assessment.

22. Which Court Will Hear the Dispute?

Many disputes concerning Turkish company shares fall within the jurisdiction of the Commercial Court of First Instance — Asliye Ticaret Mahkemesi.

Article 4 of the Turkish Commercial Code defines categories of commercial cases, while Article 5 assigns commercial cases to commercial courts of first instance where available.

However, jurisdiction cannot be determined solely by saying:

“The transaction involved shares.”

The court must consider:

• identity and status of the parties;
• basis of the claim;
• type of company;
• contractual provisions;
• place of performance;
• jurisdiction clauses;
• arbitration clauses; and
• whether foreign law has been selected.

International investment agreements may also contain arbitration clauses.

The Foreign Direct Investment Law expressly recognizes, subject to the applicable legal conditions and agreement of the parties, national or international arbitration and other dispute resolution mechanisms for certain investment disputes.

23. What If the Share Purchase Agreement Chooses a Foreign Court or Arbitration?

The agreement should always be reviewed before commencing Turkish proceedings.

International share purchase agreements commonly contain clauses such as:

“This Agreement shall be governed by Turkish law and disputes shall be resolved by Istanbul courts.”

or:

“All disputes shall be finally resolved under ICC arbitration.”

or:

“English law shall govern this Agreement.”

Such clauses can materially change the litigation strategy.

However, even if the contract contains an arbitration clause, urgent protective measures in Türkiye may still need to be considered where assets or disputed shares are located in Türkiye.

Therefore, the governing-law clause and dispute-resolution clause should be reviewed at the beginning of the case rather than after proceedings have started.

24. A Practical Example

Consider the following case.

A German investor agrees to acquire 35% of an Istanbul technology company.

Purchase price:

EUR 800,000

The seller promises that:

• a notarized transfer will be executed;
• the general assembly will approve the transfer;
• the investor will be registered as a shareholder; and
• the investor will receive certain management rights.

The investor wires EUR 800,000 to the seller.

Six months later:

• no notarized share transfer has been completed;
• the investor is not in the share ledger;
• the seller still appears to own the shares;
• the seller refuses to return the money.

Several potential strategies emerge.

Strategy 1 — Enforce the Share Acquisition

If the transfer agreement is legally enforceable and the investor still wants the shares, proceedings may be pursued to complete the transaction, depending on the corporate structure and formalities.

Strategy 2 — Terminate and Recover EUR 800,000

The seller may be formally placed in default, an appropriate period for performance may be granted where legally required, and the investor may subsequently exercise withdrawal or termination rights and demand repayment.

Strategy 3 — Claim Unjust Enrichment

If the purported legal basis for the payment was invalid or never materialized, restitution under Articles 77 et seq. of the Turkish Code of Obligations may become relevant.

Strategy 4 — Seek Provisional Attachment

If the repayment claim has become due and there is a risk concerning recovery, the investor may consider provisional attachment under Article 257 of the Enforcement and Bankruptcy Law.

Strategy 5 — Seek an Interim Injunction Over the Shares

If the shares themselves remain the principal object of the dispute, an injunction may be considered to prevent their transfer to another person.

The correct strategy can therefore depend heavily on the current value of the shares.

25. The Investor Should Decide Early: Shares or Money?

This is often the most important strategic decision.

Suppose the investor paid:

USD 1 million

for shares now worth:

USD 4 million.

Immediately asking for cancellation and repayment may destroy the investor’s ability to pursue a much more valuable share-transfer claim.

Conversely, if the company’s value has collapsed and the shares are now effectively worthless, insisting on specific performance may make little commercial sense.

A legal strategy should therefore compare:

Option A

Enforce the original share transfer

against:

Option B

Exit the transaction and recover the investment plus applicable interest and damages.

This commercial calculation should be performed before irreversible legal declarations are made.

26. Due Diligence Before Paying for Shares Is Critical

Many failed share purchases could be avoided through relatively basic corporate due diligence.

Before transferring a substantial purchase price, a foreign investor should confirm:

• that the seller legally owns the shares;
• that the shares are free from pledges and attachments;
• whether the articles restrict transfers;
• whether general assembly or board approval is required;
• whether other shareholders have pre-emption rights;
• whether share certificates exist;
• the company’s current capitalization;
• trade registry history;
• pending litigation;
• tax and social security liabilities; and
• the correct transfer mechanism.

A foreign investor should generally avoid transferring the entire purchase price merely in reliance on an informal promise that:

“We will complete the company paperwork later.”

27. Escrow and Simultaneous Closing Can Prevent the Problem

A professionally structured share acquisition normally connects payment to closing.

Rather than paying the seller first and hoping for the transfer later, the transaction can provide that payment and transfer occur simultaneously.

For example:

Closing Conditions

1. Required corporate approvals are adopted.
2. The transfer agreement is executed in the legally required form.
3. Original share certificates are endorsed and delivered where applicable.
4. Share ledger entries are completed.
5. Corporate resolutions are delivered.
6. Only then is the purchase price released from escrow.

This structure significantly reduces the risk that the investor pays the price but receives no shares.

28. What Should a Foreign Investor Do Immediately?

Where money has already been paid but the shares have not been transferred, the investor should usually act quickly.

The first legal review should determine:

1. Who received the money?
2. Was the transaction an existing-share sale or capital increase?
3. Is the company a limited or joint stock company?
4. Was the share purchase agreement legally valid?
5. Which transfer formalities were completed?
6. Who is currently registered as shareholder?
7. Does the seller still own the shares?
8. Have the shares been transferred, pledged or attached?
9. Does the investor want the shares or its money back?
10. Is there a risk of asset dissipation?
11. Is mandatory mediation required?
12. Does the agreement contain arbitration or jurisdiction clauses?
13. Is any limitation period approaching?

The answers determine whether the most effective remedy is specific performance, repayment litigation, enforcement proceedings, provisional attachment, interim injunction or a combination of these measures.

Frequently Asked Questions

Can a foreign investor sue in Türkiye to recover money paid for shares?

Yes. Foreign investors can generally pursue private-law claims before Turkish courts where Turkish courts have jurisdiction.

Can I recover the money if the shares were never legally transferred?

Potentially yes. The claim may arise from contractual default, withdrawal from the agreement, invalidity of the transaction or unjust enrichment.

Can I force the seller to transfer the shares instead?

Potentially yes, depending on the validity of the agreement, the type of company, required formalities and whether the shares remain available for transfer.

Does a bank transfer prove that I purchased the shares?

A bank transfer is important evidence of payment, but it does not by itself establish that a legally valid share transfer occurred.

Is a WhatsApp agreement sufficient for a Turkish limited company share transfer?

Ordinarily not for completing the transfer formalities. TCC Article 595 requires a written agreement with notarized signatures for limited liability company share transfers and transactions creating the transfer obligation.

Can the seller keep both my money and the shares?

Where no valid legal basis permits retention of the funds, contractual restitution or unjust-enrichment remedies may require repayment.

Can I freeze the seller’s bank accounts?

A provisional attachment may potentially be requested if the conditions under the Enforcement and Bankruptcy Law are satisfied.

Can I stop the seller from transferring the shares?

An interim injunction may potentially be sought where the statutory requirements are met.

Is failure to transfer shares automatically fraud?

No. Mere contractual non-performance is not automatically a criminal offence. Criminal liability requires additional elements such as deception and fraudulent intent.

Conclusion

A foreign investor who pays for shares in a Turkish company but never receives them may have several strong remedies under Turkish law.

The investor may potentially:

enforce the share transfer, terminate or withdraw from the agreement, recover the purchase price, claim interest and damages, rely on unjust enrichment, seek provisional attachment or obtain an interim injunction protecting the disputed shares.

However, the case must first be legally classified.

The decisive questions are:

Who received the money?

Was the investment a share purchase or a capital increase?

Was the target a limited liability company or joint stock company?

Were the legally required transfer formalities completed?

Does the seller still own the shares?

Does the investor still want the shares, or is repayment commercially preferable?

A foreign investor should avoid choosing between “shares” and “refund” before the agreement, corporate records, current share ownership and present company valuation have been reviewed.

In high-value investment disputes, the first objective should also be to preserve recovery options before the seller has an opportunity to dispose of either the disputed shares or other assets.