Foreign investors frequently acquire minority or majority shares in Turkish companies without taking an active role in the day-to-day management of the business.

At first, the relationship between the shareholders may function smoothly. However, problems often arise when the foreign investor begins receiving incomplete financial information, cannot verify company expenses, suspects that money is being transferred to related parties, or discovers that the controlling shareholders are making decisions without providing adequate financial transparency.

One of the first questions in such circumstances is:

Can a foreign shareholder demand access to the accounting records, commercial books and financial documents of a Turkish company?

The short answer is:

Yes.

Turkish company law grants shareholders important information and inspection rights. A foreign shareholder generally benefits from these rights on the same basis as a Turkish shareholder. Article 3 of Law No. 4875 on Foreign Direct Investments establishes the principle that foreign investors are subject to equal treatment with domestic investors unless otherwise provided by international treaties or special legislation.

However, the extent of the shareholder’s right to inspect accounting records depends significantly on whether the Turkish company is:

• a Joint Stock Company (Anonim Şirket – A.Ş.), or
• a Limited Liability Company (Limited Şirket – Ltd. Şti.).

This distinction is extremely important.

1. Does Foreign Nationality Limit a Shareholder’s Inspection Rights?

No.

Once a foreign individual or foreign company legally becomes a shareholder of a Turkish company, the shareholder rights granted under the Turkish Commercial Code generally apply irrespective of nationality.

This means that a foreign shareholder may exercise rights relating to:

• financial information;
• general meetings;
• voting;
• dividends;
• inspection of certain company records;
• requesting explanations from management;
• challenging certain corporate resolutions;
• requesting a special audit where the statutory requirements are satisfied; and
• pursuing judicial remedies where shareholder rights are unlawfully restricted.

The fact that the shareholder lives outside Türkiye or does not participate in management does not automatically remove these rights.

Law No. 4875 expressly provides for national treatment of foreign investors.

Therefore, a Turkish company cannot normally justify withholding information simply because the shareholder is foreign.

2. The First Question: Is the Company an A.Ş. or Ltd. Şti.?

The legal procedure differs substantially depending on the type of company.

For a joint stock company, the principal provision is:

Article 437 of the Turkish Commercial Code (TCC).

For a limited liability company, the principal provision is:

Article 614 of the Turkish Commercial Code.

While both provisions protect shareholder transparency, the inspection right of a limited company shareholder is generally structured more broadly than the ordinary inspection right of a shareholder in a joint stock company.

3. Inspection Rights in a Turkish Joint Stock Company

Article 437 TCC regulates the shareholder’s right to obtain information and inspect company records in joint stock companies.

The legislation distinguishes between:

1. financial documents that shareholders are directly entitled to examine;
2. information that may be requested from management;
3. underlying commercial books and correspondence that may require additional authorization.

4. Which Financial Documents Can an A.Ş. Shareholder Inspect?

Before the ordinary general assembly meeting, certain financial documents must be made available to shareholders.

Under Article 437/1 TCC, the following documents must be available for inspection at the company’s headquarters and branches at least 15 days before the general assembly meeting:

• financial statements;
• consolidated financial statements;
• the board of directors’ annual activity report;
• audit reports; and
• the board’s proposal concerning distribution of profits.

Financial statements and consolidated financial statements must remain available for shareholders’ information for one year.

Furthermore, every shareholder may request a copy of the:

• balance sheet; and
• income statement,

at the company’s expense.

This is particularly important for a foreign shareholder who cannot physically attend the company’s offices in Türkiye.

5. Can the Shareholder Ask Questions About the Accounts?

Yes.

At the general assembly, a shareholder may request information from the board of directors regarding the affairs of the company.

The shareholder may also ask the auditors about:

• the manner in which the audit was conducted; and
• the results of the audit.

The information provided must comply with standards of:

accountability, diligence, honesty and accuracy.

The board cannot satisfy this obligation merely by giving vague or evasive answers.

Article 437 also provides an important equal-information principle.

If one shareholder has been given information outside the general assembly because of their status as shareholder, another shareholder who requests the same information is generally entitled to receive it in the same scope and level of detail.

This provision may become particularly relevant where majority shareholders or shareholders connected with management appear to have access to information that is being withheld from a foreign minority investor.

6. Can a Foreign Shareholder Directly Examine the Company’s Accounting Books?

Here the answer becomes more nuanced.

A shareholder of a joint stock company does not automatically have an unrestricted right to enter the company office and review every accounting record, invoice, bank statement and contract whenever they wish.

Under Article 437/4 TCC, inspection of the portions of the company’s:

• commercial books; and
• correspondence

that relate to the shareholder’s question requires either:

explicit authorization from the general assembly, or

a decision of the board of directors permitting the inspection.

Once authorization is granted, the inspection may also be carried out through an expert.

This may allow the foreign shareholder to work with:

• a Turkish lawyer;
• an accountant;
• a certified public accountant;
• a financial adviser; or
• another relevant expert,

depending on the circumstances and the terms of the authorization.

7. What Accounting Records Could Become Relevant?

Depending on the dispute, inspection may concern records such as:

• general ledger entries;
• journal entries;
• trial balances;
• invoices;
• expense records;
• bank transactions;
• shareholder current accounts;
• related-party transactions;
• intercompany payments;
• management fees;
• loans granted to shareholders or directors;
• receivables and payables;
• contracts;
• supplier transactions;
• dividend calculations;
• capital contribution records;
• inventory information; and
• documents supporting specific accounting entries.

However, in an A.Ş., the request should normally be connected with a specific question or transaction rather than framed as an unlimited request to investigate every activity of the company.

This distinction is important in litigation.

8. Can the Company Refuse to Provide Information?

Yes, but only in limited circumstances.

Under Article 437/3 TCC, information may be refused if disclosure would:

• reveal company secrets; or
• jeopardize other legitimate interests of the company that require protection.

This exception should not become a general excuse for management to conceal accounting records.

It is normally insufficient simply to state:

“This information is confidential.”

The company should be capable of demonstrating that there is a genuine corporate interest or trade secret requiring protection.

For example, sensitive information relating to:

• customer pricing;
• confidential technology;
• trade secrets;
• ongoing negotiations;
• strategic commercial relationships

may justify restrictions in certain circumstances.

But ordinary accounting transparency should not automatically be classified as a trade secret merely because management does not wish to disclose it to a shareholder.

9. What If Management Gives Vague or Incomplete Answers?

Providing information does not necessarily mean that the legal obligation has been fulfilled.

The information must be sufficiently:

• accurate;
• understandable;
• verifiable; and
• responsive to the shareholder’s question.

Turkish courts have considered disputes where shareholders alleged that questions were answered only partially or in vague terms.

The case law emphasizes that the information obligation under Article 437 must be exercised consistently with accountability and good-faith principles. At the same time, the shareholder must also exercise the right honestly rather than using it merely to disrupt corporate management.

Therefore, whether the shareholder has genuinely received sufficient information is assessed according to the circumstances of each case.

10. What Can a Shareholder Do If Access Is Refused?

This is one of the most important protections under Turkish company law.

If an A.Ş. shareholder’s request for information or inspection is:

• unanswered;
• unlawfully refused;
• postponed; or
• insufficiently satisfied,

the shareholder may apply to the Commercial Court of First Instance (Asliye Ticaret Mahkemesi) located at the company’s registered office.

Where the request has expressly been refused, Article 437/5 requires the application to be made within 10 days following the refusal.

In other situations, an application may be made after a reasonable period.

The court examines the application under the simplified procedure and may determine:

• what information must be provided;
• whether inspection must be allowed;
• whether information may be provided outside the general assembly; and
• the method by which access will be provided.

The court’s decision under Article 437/5 is designated by the statute as final.

The ten-day period should therefore be treated extremely carefully.

11. Should the Shareholder First Request Information from the Company?

Yes.

In an A.Ş., a shareholder should generally not bypass the corporate mechanism and immediately file a court action demanding examination of the accounting books.

The shareholder should first properly exercise the information and/or inspection right before the relevant corporate bodies.

Turkish case law has emphasized that prior exercise of the information or inspection right is a prerequisite to judicial protection under Article 437.

Accordingly, the safest practical approach is to create documentary evidence showing:

1. exactly what information was requested;
2. which accounting records were requested;
3. why those documents are relevant;
4. when the request was made;
5. how the company responded; and
6. which parts of the request remain unanswered.

A written notice sent through a Turkish notary may sometimes be useful for evidentiary purposes, although the procedure required under Article 437—particularly the role of the general assembly—must also be observed.

12. Is the Information Right Limited to the General Assembly Agenda?

Not necessarily.

Article 437 is not designed solely to allow shareholders to ask questions strictly related to agenda items.

Turkish judicial practice has recognized that the information right should not automatically be rejected merely because the requested information concerns a different accounting period or falls outside the immediate wording of an agenda item.

For example, in a dispute involving an A.Ş., a Commercial Court found that withholding information merely because the transactions related to another financial year did not constitute a valid reason where Article 437 itself did not contain such a restriction.

Nevertheless, the information request must remain connected with legitimate shareholder interests.

13. Can the Articles of Association Remove This Right?

No.

Article 437/6 expressly provides that the shareholder’s information and inspection rights cannot be abolished or restricted by:

• the articles of association; or
• a decision of one of the company’s corporate bodies.

Therefore, provisions attempting to prevent a particular shareholder from requesting financial information may be legally ineffective.

This is particularly significant in shareholder disputes where majority shareholders attempt to use their voting power to prevent minority investors from accessing financial information.

14. What About a Turkish Limited Liability Company?

The position of a shareholder in a Turkish limited liability company is different and, in some respects, stronger.

Article 614 TCC provides:

Every shareholder may request information from the managers concerning all affairs and accounts of the company and may conduct an inspection regarding specific matters.

The wording is broad.

Accordingly, a shareholder in a Ltd. Şti. may seek information concerning:

• company accounts;
• company transactions;
• financial affairs;
• contracts;
• income and expenditure;
• payments;
• transactions involving management;
• transactions with other shareholders; and
• other matters concerning the company.

15. Does a Limited Company Shareholder Need to Wait for the General Assembly?

Article 614 creates a different structure from Article 437.

The shareholder may request information directly from the managers concerning the company’s business and accounts.

The right therefore does not operate solely through the ordinary general assembly meeting.

This can make Article 614 particularly useful for foreign investors in closely held Turkish limited liability companies.

For example, imagine that a foreign investor owns 30% of a Turkish Ltd. Şti. while the remaining 70% is controlled by the local founder.

The foreign investor discovers that:

• revenue has increased;
• the company allegedly has no distributable profit;
• major expenses have appeared;
• substantial payments have been made to companies controlled by the founder.

The foreign shareholder may invoke Article 614 and request explanations and inspection regarding those transactions.

16. Can the Managers of a Limited Company Refuse Inspection?

The managers have some ability to restrict the right, but the legal threshold is specific.

Under Article 614/2 TCC, managers may restrict information or inspection to the extent necessary where there is a danger that the shareholder will use the information to the detriment of the company.

If management restricts access on that basis, the shareholder may bring the matter before the general assembly.

If the general assembly then unjustifiably prevents the shareholder from obtaining information or conducting the inspection, the shareholder may apply to the court.

The court’s decision is final.

The protection of the company’s legitimate interests therefore remains relevant, but management cannot simply deny access at its discretion.

17. An Important Difference: No 10-Day Rule for Ltd. Şti.

This distinction is particularly important for lawyers and foreign investors.

The 10-day judicial application period contained in Article 437/5 applies to joint stock companies.

Article 614 governing limited companies does not contain the same 10-day limitation.

The Turkish Court of Cassation has specifically held that Article 437 should not automatically be applied to limited liability companies because Article 614 separately regulates their information and inspection rights.

In Yargıtay 11th Civil Chamber decision 2018/833 E., 2018/1722 K., the Court concluded that applying the ten-day limitation of Article 437 to a limited company dispute was incorrect because Article 614 contains no such period.

This distinction can become decisive in practice.

18. What If the Foreign Shareholder Is Also a Board Member?

A shareholder may simultaneously be a member of the board of directors.

In that case, the person does not rely solely on the shareholder rights contained in Article 437.

Article 392 TCC gives every board member a significantly broader right to obtain information concerning all affairs and transactions of the company.

A board member may request that:

• books;
• accounting records;
• contracts;
• correspondence; and
• other company documents

be brought before the board for examination.

During board meetings, requests for information cannot simply be rejected.

Outside board meetings, additional procedural rules apply, including authorization by the board chair in circumstances specified by Article 392.

If access is unlawfully refused, the board member may ultimately apply to the Commercial Court of First Instance.

Therefore, the legal position of:

“foreign shareholder only”

and

“foreign shareholder + board member”

should always be analysed separately.

19. Does the Same Principle Apply to a Limited Company Manager?

Yes, through a separate mechanism.

Article 644 TCC expressly provides for the corresponding application of Article 392 to the information rights of limited company managers.

Accordingly, if a foreign investor is not merely a shareholder but is also formally appointed as a manager, the investor may have substantially broader information rights arising from the management position.

20. What If the Accounting Records Suggest Misconduct?

Sometimes obtaining documents is only the first step.

A foreign shareholder may discover indications of:

• fictitious invoices;
• payments to related companies;
• excessive management fees;
• unexplained cash withdrawals;
• unauthorized shareholder loans;
• transfer of business opportunities;
• concealed revenue;
• manipulation of financial statements;
• improper asset transfers; or
• transactions benefiting controlling shareholders.

In those circumstances, additional remedies may become available.

Depending on the facts, these may include:

• challenging general assembly resolutions;
• directors’ or managers’ liability claims;
• claims relating to unlawful distributions;
• removal of managers;
• special audit proceedings;
• termination claims in limited companies;
• criminal complaints where criminal conduct is suspected; and
• interim protective measures.

The appropriate remedy depends heavily on the company type and the underlying transaction.

21. Can the Shareholder Request a Special Audit?

For joint stock companies, Turkish law provides another powerful mechanism: the special audit (özel denetim).

Under Article 438 TCC, any shareholder may request that certain events be clarified through a special audit where:

1. the special audit is necessary for exercising shareholder rights; and
2. the shareholder has previously exercised the information or inspection right.

The request may be made at the general assembly even if it is not included on the agenda.

If the general assembly approves the request, the company or any shareholder may apply within 30 days to the Commercial Court of First Instance for appointment of a special auditor.

22. What If the Majority Rejects the Special Audit?

The majority cannot necessarily end the matter merely by voting against the request.

Under Article 439 TCC, if the general assembly rejects the request, shareholders representing:

• at least 10% of the capital in a non-public company;
• at least 5% in a publicly held company; or
• shares having a total nominal value of at least TRY 1 million

may apply to the Commercial Court of First Instance within three months for appointment of a special auditor.

The applicants must credibly demonstrate that founders or company bodies may have violated the law or the articles of association and thereby caused damage to the company or shareholders.

This can be an extremely important remedy where a foreign minority shareholder suspects financial misconduct but cannot fully prove the wrongdoing because management controls the company’s records.

23. Inspection Is Not the Same as Taking Control of the Company’s Accounting System

A shareholder’s right of inspection should not be confused with a right to manage the company.

For example, Article 437 does not normally allow an ordinary A.Ş. shareholder to:

• take possession of the company’s accounting books;
• demand unrestricted access to the accounting software;
• order company employees to produce reports;
• conduct a physical cash count;
• seize company files; or
• continuously supervise day-to-day management.

A Turkish Commercial Court has, for example, distinguished between the information and inspection right and a request to physically count the company’s cash, finding that such a demand went beyond the ordinary scope of Article 437 and could instead become relevant to special-audit procedures.

The shareholder’s request should therefore be carefully framed.

24. Practical Strategy for a Foreign Shareholder

Where a foreign shareholder believes financial information is being concealed, the following sequence may be appropriate:

Step 1 – Confirm the Shareholding

Obtain and examine:

• Trade Registry records;
• articles of association;
• share certificates where applicable;
• share ledger records;
• share transfer documents; and
• shareholders’ agreements.

The shareholder’s formal legal position must first be established.

Step 2 – Identify the Company Type

Determine whether the company is:

A.Ş. or Ltd. Şti.

The legal procedure will depend on this distinction.

Step 3 – Define the Suspected Problem

Avoid requesting:

“All accounting documents since incorporation.”

Instead, identify concrete matters such as:

• payments to shareholder X;
• transactions with company Y;
• 2025 management expenses;
• loans recorded against shareholders;
• sale of a particular company asset;
• dividend calculation;
• unexplained liabilities.

A targeted request is generally more defensible.

Step 4 – Submit a Formal Information and Inspection Request

The request should specify:

• the legal basis;
• the transactions concerned;
• the relevant accounting period;
• the documents requested; and
• the purpose of obtaining the information.

Step 5 – Preserve Evidence of the Company’s Response

Written evidence becomes crucial if court proceedings later become necessary.

Step 6 – Use the Correct Internal Corporate Procedure

For an A.Ş., Article 437 requirements should be followed carefully.

For a Ltd. Şti., management and subsequently the general assembly mechanisms under Article 614 should be used where appropriate.

Step 7 – Apply to the Commercial Court

If access is unlawfully refused, judicial protection may be requested.

Particular caution is necessary with the 10-day period applicable under Article 437/5 for an A.Ş. following an express refusal.

Step 8 – Consider a Special Audit

Where access to existing documents does not sufficiently clarify suspicious transactions, a special audit may become the next step.

25. Example: Foreign Minority Investor Excluded From Financial Information

Consider the following scenario.

A British investor owns 35% of a Turkish joint stock company.

The Turkish founder owns the remaining 65% and controls the board.

For two years:

• no dividends have been distributed;
• company revenue appears to be growing;
• the founder claims that profits are absorbed by expenses;
• substantial amounts are being paid to another company owned by the founder’s family;
• the foreign shareholder receives only a basic annual balance sheet.

The investor asks to inspect:

• invoices issued by the related company;
• agreements between the two companies;
• accounting records relating to those payments;
• relevant bank payments; and
• the underlying reason for the expenses.

The controlling shareholder cannot lawfully answer:

“You are only a minority shareholder, so you have no right to see the company accounts.”

The foreign shareholder has statutory information rights.

The precise mechanism for examining underlying commercial books must, however, comply with Article 437.

If the information is unlawfully withheld, the shareholder may seek judicial protection and, where suspicious related-party transactions require deeper investigation, may also consider requesting a special audit.

26. Can a Shareholders’ Agreement Give Greater Inspection Rights?

Yes.

Foreign investors should not rely exclusively on statutory rights.

When investing in a Turkish company, the shareholders’ agreement may provide additional contractual protections such as:

• monthly management accounts;
• quarterly financial statements;
• annual budgets;
• bank account reports;
• access to accounting software;
• inspection by an independent auditor;
• related-party transaction reporting;
• management reporting obligations;
• approval rights for major expenditures;
• board observer rights;
• information in English;
• audit rights on reasonable notice.

These contractual mechanisms can provide substantially better protection than having to initiate litigation every time information is withheld.

For a foreign minority investor, information rights are therefore one of the most important sections of a shareholders’ agreement.

27. Conclusion

A foreign shareholder of a Turkish company is not expected to remain financially blind simply because management is controlled by another shareholder.

Turkish company law gives shareholders legally protected rights to obtain information and, under specified conditions, inspect company documents.

However, the procedure depends heavily on the legal form of the company.

For an A.Ş., Article 437 TCC provides access to financial statements and establishes a structured procedure for obtaining information and inspecting relevant portions of commercial books and correspondence. Inspection of underlying books is not unlimited and may require authorization from the board or general assembly.

For a Ltd. Şti., Article 614 grants each shareholder a broad right to request information concerning the company’s affairs and accounts and to inspect specific matters.

If the company unlawfully prevents access, the shareholder may ultimately apply to the Commercial Court of First Instance.

Where financial irregularities are suspected and ordinary information rights are insufficient, a foreign shareholder in an A.Ş. may also consider seeking a special audit under Articles 438–444 TCC.

The most effective approach is generally not to request every company document indiscriminately, but instead to identify suspicious transactions, formulate precise accounting questions and create a documented record of the company’s refusal.