Legal Remedies for Foreign Investors Locked Out of a Turkish Company

A foreign investor acquires 20%, 30% or even 49% of a Turkish company.

At the beginning, the relationship appears straightforward. The investor is promised access to financial information, involvement in major decisions and perhaps a seat on the board of directors or a management position.

Then the relationship deteriorates.

The majority shareholder starts operating the company alone. Board meetings are held without the foreign investor. Financial information is withheld. Bank accounts cannot be reviewed. General assembly notices are not properly delivered. The investor’s signature authority is cancelled. Related-party payments appear in the company’s accounts. No dividends are distributed, while the controlling shareholders appear to receive benefits from the company.

Eventually, the foreign shareholder realizes that although they legally own part of the company, they have effectively been excluded from its management and decision-making process.

What can they do?

Under Turkish law, exclusion from management does not automatically mean that the investor has lost their shares or investment. A foreign shareholder may have several powerful remedies, including:

• demanding corporate and financial information;
• inspecting company records;
• compelling a general assembly meeting;
• requesting a special audit;
• challenging unlawful shareholder resolutions;
• challenging certain unlawful board resolutions;
• seeking removal or restriction of managers;
• bringing liability claims against directors or managers;
• obtaining interim injunctions;
• seeking judicial exit from a limited liability company;
• seeking dissolution or a judicial buyout solution in serious shareholder disputes; and
• enforcing contractual rights arising from a shareholders’ agreement.

However, there is an important preliminary question:

Did the foreign investor actually have a legal right to participate in management?

The answer differs significantly between a Turkish joint stock company (Anonim Şirket – A.Ş.) and a limited liability company (Limited Şirket – Ltd. Şti.).

1. Foreign Shareholders Have the Same Corporate Rights as Turkish Shareholders

Foreign nationality does not normally reduce shareholder rights under Turkish company law.

Türkiye’s foreign investment regime is based on principles including investment freedom and equal treatment of foreign and domestic investors. The Foreign Direct Investment Law No. 4875 is intended to protect international investors and provides the framework for national treatment of foreign investments.

Accordingly, a German, British, American, Emirati, Chinese or other foreign shareholder of a Turkish company can generally rely on the shareholder protections provided by the Turkish Commercial Code in the same way as a Turkish shareholder.

A majority shareholder cannot lawfully justify discrimination by saying:

“You are a foreign investor, so management decisions are for the Turkish partners.”

The legal issue is determined by the company’s articles of association, shareholding structure, corporate resolutions, shareholders’ agreements and the Turkish Commercial Code—not the investor’s nationality.

2. Being a Shareholder Does Not Automatically Mean Having a Right to Manage the Company

This distinction is essential.

A foreign investor may own shares without having an automatic right to participate personally in day-to-day management.

In a Joint Stock Company

Under the Turkish Commercial Code, a joint stock company is managed and represented by its board of directors.

Therefore, a person who owns 25% of an A.Ş. but is not a member of the board does not automatically acquire an individual right to run the company’s daily business.

The investor exercises many of their corporate rights through the general assembly.

The general assembly has important non-transferable powers, including appointment and removal of board members. The board itself manages and represents the company.

Consequently, there is an important difference between:

being excluded from management, and

being unlawfully prevented from exercising shareholder rights.

The second situation provides much stronger grounds for legal intervention.

3. Board Representation Can Be Protected in the Articles of Association

A foreign investor negotiating an investment into a Turkish joint stock company should pay particular attention to Article 360 of the Turkish Commercial Code.

Under TCC Article 360, the articles of association may grant:

• a particular class of shares;
• a particular group of shareholders; or
• the minority shareholders

a right to representation on the board of directors.

The articles can provide that certain board members must be selected from a specified shareholder group or that such group has the right to nominate a board candidate.

Where such a nomination right exists, the general assembly must generally elect the nominated candidate unless there is a justified reason not to do so.

This can be extremely important for foreign investors.

For example:

A UK investor acquires 30% of a Turkish technology company. The articles provide that the holder of the Series B shares has the right to nominate one of five board members.

If the Turkish majority simply refuses to elect any candidate nominated by the Series B shareholder without legitimate grounds, the investor may have a significantly stronger corporate-law claim than an investor whose board-seat promise exists only in an informal email.

4. A Shareholders’ Agreement Is Important—but It Is Not the Same as the Articles of Association

Foreign investment transactions frequently include a Shareholders’ Agreement – SHA.

Such agreements may provide that the foreign investor is entitled to:

• nominate a director;
• appoint a manager;
• approve annual budgets;
• veto major transactions;
• approve borrowing above a threshold;
• approve related-party transactions;
• receive monthly financial reports;
• approve new share issues;
• participate in hiring senior executives; or
• exercise call, put or exit rights in the event of a deadlock.

These provisions can be legally valuable.

However, under Turkish law, a shareholders’ agreement is generally a contractual arrangement between its signatories. It does not necessarily have the same corporate effect as a provision properly incorporated into the company’s articles of association.

Turkish appellate practice recognizes shareholders’ agreements as contractual arrangements regulating how shareholders exercise their rights, while emphasizing that their binding effect principally operates between the contracting parties.

This creates an important distinction.

If an investor has a board nomination right in:

the articles of association, corporate remedies may be available.

If the same right exists only in:

the shareholders’ agreement, breach may instead principally result in contractual remedies such as damages, contractual penalties, put rights or arbitration, depending on the agreement.

Therefore, every shareholder-exclusion case should begin by reviewing both documents.

5. What If the Foreign Investor Is Already a Board Member?

The legal position is considerably stronger.

A board member cannot simply be treated as an ordinary passive shareholder.

Under TCC Article 392, every board member has extensive rights to obtain information about the company’s affairs.

A board member may:

• request information concerning company transactions;
• ask questions;
• examine relevant documents;
• require books, records, contracts and correspondence to be presented at a board meeting; and
• request information from managers and employees.

These rights cannot simply be eliminated by a majority of the board.

If the foreign board member’s information and inspection request is improperly refused and the statutory procedure is followed, they can ultimately apply to the Commercial Court of First Instance at the company’s registered office. The court’s decision on that application is final.

Therefore, conduct such as:

“You are still technically a director, but we will not give you the accounts.”

or:

“You own shares but you are not allowed to see contracts or bank activity.”

should not automatically be accepted.

6. What If Board Meetings Are Being Held Without the Foreign Director?

This should be documented immediately.

A board member excluded from board operations should preserve:

• board meeting notices;
• emails;
• WhatsApp correspondence;
• board resolutions;
• signature circulars;
• trade registry publications; and
• evidence showing that decisions were made without proper participation.

Each board member may request in writing that the chair call the board to a meeting.

Importantly, Article 392(7) was strengthened by amendments introduced in 2024. Where a majority of board members make a written request, the chair must call a meeting to take place within thirty days; if the meeting is not called within that period, or the chair or deputy cannot be reached, the requesting members may directly make the call themselves, unless the articles provide another procedure.

This mechanism can be particularly useful in shareholder deadlocks.

7. Can an Investor Challenge an Unlawful Board Resolution?

Potentially, yes.

TCC Article 391 provides that certain board resolutions may be null and void.

The Code specifically identifies, among others, resolutions that:

• breach the equal-treatment principle;
• violate the fundamental structure of the company;
• violate or make the exercise of shareholders’ inalienable rights difficult; or
• improperly interfere with the non-transferable authority of another corporate body.

The nullity of such a board resolution may be determined by the court.

Not every disagreement with a board decision makes the decision invalid.

But a deliberate corporate strategy designed to eliminate fundamental shareholder rights can raise substantially more serious issues.

8. Every Shareholder Has Important Information Rights

Even if the foreign investor is not a board member, they do not lose all access to the company.

In an anonymous company, TCC Article 437 gives shareholders substantial information and inspection rights.

Before the ordinary general assembly, important documents—including financial statements and annual reports—must be made available for shareholder inspection.

At the general assembly, a shareholder may ask the board about the affairs of the company and obtain information regarding the audit.

Information may be refused only on limited grounds, including genuine risks concerning disclosure of trade secrets or protected company interests.

If the shareholder’s information or inspection request is:

• unanswered;
• unjustifiably rejected; or
• improperly postponed,

the shareholder may apply to the commercial court under the procedure established by TCC Article 437.

The right cannot simply be abolished by the articles or by a corporate resolution.

9. Information Rights Are Even Broader in a Limited Liability Company

TCC Article 614 regulates information rights of limited company shareholders.

Every shareholder may ask the managers to provide information concerning the company’s affairs and accounts and may conduct inspections regarding particular matters.

Managers may restrict the right only where there is a genuine danger that the information will be used to the detriment of the company.

If the management refuses the request, the shareholder may bring the matter before the general assembly.

If the general assembly unjustifiably prevents the information or inspection request, the shareholder may apply to court. The court’s decision is final.

Recent Turkish cases demonstrate an important practical lesson: requests should be specific.

A shareholder who simply demands:

“Give me every document the company has ever produced.”

may encounter difficulties.

A better request may identify particular matters, such as:

• bank movements between 2024 and 2026;
• related-party payments made to the majority shareholder;
• specific customer contracts;
• management fees paid to affiliates;
• shareholder loans;
• transfers of company assets; or
• the financial basis for refusing dividend distribution.

A 2025 Istanbul Commercial Court decision dealing with TCC Article 614 emphasized the importance of properly specifying the matters on which information and inspection are sought.

10. A Foreign Minority Shareholder Can Force a General Assembly Process

Where management simply ignores the foreign investor, the minority shareholder may not have to wait indefinitely.

Under TCC Article 411, shareholders representing at least:

• 10% of the capital of a non-public joint stock company, or
• 5% of the capital of a publicly traded company

may request that the board call a general assembly or add specified matters to the agenda.

The articles of association may establish an even lower threshold.

The request must specify the reasons and agenda and must be made through a notary.

If the board rejects the request or does not respond positively within seven business days, the shareholders may apply to the Commercial Court of First Instance.

The court may authorize the general assembly to be convened and can appoint a trustee to arrange the meeting.

This can be used to put matters such as the following before shareholders:

• dismissal of directors;
• appointment of directors;
• investigation of suspicious payments;
• consideration of dividends;
• special audit requests;
• liability proceedings;
• amendments to management arrangements; or
• other matters within the authority of the general assembly.

11. Similar Minority Rights Apply to Limited Companies

TCC Article 617 expressly provides that the rules applicable to joint stock companies concerning minority rights to call a meeting and propose agenda matters apply by analogy to limited liability companies.

This is important where one manager controls the company and simply refuses to convene a shareholders’ meeting.

The foreign shareholder may therefore be able to force the issue into a formal corporate decision-making process rather than remaining trapped in informal negotiations.

12. A Special Audit Can Be One of the Most Powerful Remedies

Sometimes the investor’s real problem is not merely exclusion.

The investor suspects that something has happened to the company’s money.

Possible warning signs include:

• unexplained transfers to shareholders;
• payments to family members;
• related-party transactions;
• artificial management fees;
• transfer of valuable assets below market price;
• suspicious intercompany loans;
• company revenue being collected through another business; or
• unexplained deterioration in profitability.

Under TCC Article 438, every shareholder of a joint stock company may request a special audit regarding specific events where this is necessary for the exercise of shareholder rights and the shareholder has previously exercised their information or inspection rights.

If the general assembly approves the request, the company or any shareholder can ask the court to appoint a special auditor.

If the general assembly rejects it, qualifying minority shareholders can still apply to the court under TCC Article 439 where the statutory requirements are satisfied.

Importantly, TCC Article 635 makes the provisions concerning special audits applicable to limited companies as well.

This can be far more effective than arguing with the controlling shareholder about whether the accounts are accurate.

13. Unlawful General Assembly Decisions Can Be Challenged

A controlling shareholder cannot use majority voting power without legal limits.

Under TCC Article 445, general assembly resolutions contrary to:

• the law;
• the articles of association; or
• particularly the principle of good faith

may be challenged through an annulment action.

The claim must generally be brought within three months from the date of the resolution.

This deadline is extremely important.

A shareholder who participated in the meeting normally needs to vote against the resolution and have their opposition recorded in the minutes.

However, shareholders who were improperly prevented from attending or voting, or who were affected by irregularities in the meeting notice or participation process, may have separate grounds under TCC Article 446.

For limited companies, TCC Article 622 expressly applies the rules on invalidity and annulment of joint stock company general assembly resolutions by analogy.

14. Some General Assembly Decisions May Be Completely Null

The distinction between annulment and nullity can be important.

TCC Article 447 identifies general assembly resolutions that are particularly serious because they eliminate or restrict essential shareholder rights.

For example, decisions attempting to abolish a shareholder’s indispensable rights of participation, minimum voting, litigation or other statutory rights may be null.

Therefore, not every corporate dispute is subject to exactly the same three-month analysis.

A corporate resolution must first be classified correctly before deciding which action to bring.

15. The Equal-Treatment Principle Can Protect the Foreign Investor

Turkish company law contains an express equal-treatment principle.

For joint stock companies, TCC Article 357 provides:

shareholders under equal circumstances must be treated equally.

For limited companies, TCC Article 627 similarly provides that managers must treat shareholders equally under equal circumstances.

This can become relevant where, for example:

• all Turkish shareholders receive detailed monthly financial reports but the foreign shareholder does not;
• certain shareholders receive company-funded benefits while the foreign shareholder is systematically excluded;
• economically identical shareholders are treated differently without a legitimate company reason; or
• management structures are manipulated solely to deprive one shareholder of legally protected rights.

Different treatment is not automatically unlawful.

The critical question is whether comparable shareholders are being treated differently without a legally defensible justification.

16. Can a Foreign Shareholder Remove the Manager of a Limited Company?

Potentially.

This is one of the strongest remedies available in a limited company.

Under TCC Article 630:

• the general assembly can dismiss managers;
• it can restrict their management and representation powers; and
• each shareholder may apply to the court to remove or restrict management and representation powers where justified reasons exist.

The Code specifically identifies serious breach of duties of care and loyalty or loss of the ability necessary for proper management as examples of justified reasons.

This means that even a minority shareholder may potentially take court action against a manager who seriously abuses the management position.

For example, Turkish case law has accepted removal of a limited-company manager where substantial company funds were withdrawn and transferred to the manager’s spouse without a satisfactory legal explanation.

Exclusion combined with misuse of company assets can therefore create a substantially stronger case than a simple disagreement between shareholders.

17. Can a Foreign Shareholder Remove a Director of a Joint Stock Company?

The mechanism is different.

Under TCC Article 364, members of the board of directors can generally be removed by the general assembly, even where they were originally appointed under the articles, subject to the statutory conditions and the removed director’s potential compensation rights.

Accordingly, an individual minority shareholder normally does not simply apply to court under the same mechanism applicable to limited-company managers.

Instead, the investor may need to use:

• general assembly rights;
• board representation rights;
• annulment actions;
• liability proceedings;
• special audit;
• minority remedies; or
• ultimately TCC Article 531.

18. Directors and Managers Can Be Personally Liable for Damage

Exclusion sometimes accompanies conduct that harms the company.

Under TCC Article 553, founders, directors, managers and liquidators may be liable where they culpably breach duties arising from the law or the articles and thereby cause damage to the company, shareholders or creditors.

Under TCC Article 555, both the company and individual shareholders may seek compensation for damage suffered by the company, although a shareholder bringing such a derivative-style claim generally seeks payment of the compensation to the company.

This becomes relevant where managers have allegedly:

• diverted company funds;
• transferred assets below value;
• caused the company to pay personal expenses;
• conducted transactions in favour of affiliated companies;
• deliberately harmed the company to benefit another shareholder; or
• seriously violated statutory management duties.

The objective of such proceedings is not merely to restore the foreign shareholder to management.

It can also be to restore value that was wrongfully taken from the company.

19. Exclusion Can Eventually Become a “Just Cause” Problem

Turkish law does not use one single statutory concept equivalent to the broad common-law remedy often called shareholder oppression.

Instead, several separate remedies operate together.

Where the conflict becomes sufficiently severe, systematic exclusion may contribute to a finding of just cause – haklı sebep.

Examples discussed in Turkish doctrine and case law include:

• repeated violation of minority rights;
• systematic obstruction of information rights;
• serious abuse of the majority position;
• misuse of company assets;
• continuous refusal of legitimate shareholder requests;
• severe breakdown of trust;
• inability of shareholders to function together; and
• circumstances making continuation of the corporate relationship unreasonable.

However, a single disagreement or ordinary commercial dispute is usually not enough.

Turkish courts generally examine the entire history of the relationship.

20. Exit Rights Are Particularly Strong in Limited Companies

A limited-company shareholder has important exit remedies.

Under TCC Article 638, every shareholder may request judicial permission to leave the company where just cause exists.

During the proceedings, the court may also impose protective measures to secure the shareholder’s position.

This can be a powerful remedy where the foreign shareholder no longer wishes to remain trapped in a dysfunctional company.

In addition, TCC Article 636(3) allows every limited-company shareholder to seek dissolution of the company for justified reasons.

Instead of dissolving a viable business, the court may order another appropriate solution, including payment of the real value of the claimant’s shares and removal of that shareholder from the company.

Recent Court of Cassation practice continues to stress that dissolution should generally be treated as a last resort and that, where possible, a solution preserving an economically viable company—such as paying the fair value of a shareholder’s interest—may be preferred.

21. The Position Is Different in a Joint Stock Company

A shareholder in a joint stock company does not have the same general statutory right simply to sue for exit under TCC Article 638.

Instead, TCC Article 531 provides the principal extraordinary remedy.

Where justified reasons exist, shareholders representing at least:

• 10% of the capital in a privately held joint stock company, or
• 5% in a publicly traded company

may seek dissolution of the company.

The court does not have to dissolve the company.

Instead, it may order:

• payment to the claimant shareholders of the real value of their shares and their removal from the company; or
• another acceptable solution appropriate to the circumstances.

Court of Cassation authority confirms that a joint stock company shareholder cannot simply rely on the limited-company exit provisions by analogy; the statutory route is TCC Article 531.

22. When Can Exclusion Justify Dissolution or Buyout?

This depends on severity.

A shareholder saying:

“The majority does not listen to my business suggestions.”

will normally have a weak case.

By contrast, consider the following:

• general meetings are repeatedly called unlawfully;
• financial records are systematically withheld;
• the minority investor is prevented from voting;
• company assets are transferred to majority-controlled entities;
• the company earns profits but controlling shareholders divert the economic benefit through related-party payments;
• legitimate dividend requests are perpetually rejected;
• minority rights are continuously obstructed; and
• the foreign shareholder is effectively reduced to holding economically meaningless shares.

That combination can be much more serious.

Turkish case law and the legislative reasoning concerning TCC Article 531 recognize circumstances such as repeated violations of minority and individual shareholder rights, obstruction of information rights and serious corporate mismanagement as matters capable of contributing to just cause.

Recent Court of Cassation decisions also demonstrate that allegations of diversion or “emptying” of company assets should be substantively investigated rather than dismissed merely because another remedy such as a directors’ liability action might theoretically exist.

At the same time, courts require proper proof.

Mere suspicion is not enough.

23. Exclusion Alone Is Not Always Enough

This is equally important.

Turkish courts do not automatically order dissolution whenever shareholders have fallen out.

For example, recent Court of Cassation practice has upheld rejection of claims where alleged denial of information was not pursued using the statutory procedures and a limited period without dividend distribution was insufficient by itself to establish just cause.

Similarly, Court of Cassation case law concerning limited companies emphasizes that a shareholder claiming obstruction of information rights should normally demonstrate that the statutory information procedure was properly used and actually obstructed.

Therefore, documentation matters.

A shareholder should create a clear legal record:

request → refusal → formal objection → general assembly process → court application where appropriate.

Informal complaints alone may later be difficult to prove.

24. Interim Injunctions May Be Necessary

Some shareholder disputes cannot safely wait several years for a final judgment.

Suppose the majority is about to:

• transfer the company’s principal property;
• sell valuable intellectual property;
• implement a disputed capital increase;
• register a controversial corporate resolution;
• transfer shares;
• remove assets from Türkiye; or
• complete a transaction that would make later enforcement extremely difficult.

Under Article 389 of the Turkish Code of Civil Procedure, an interim injunction may be granted where changes to the existing situation could make obtaining the right substantially more difficult or impossible, or where delay risks serious harm.

The applicant must generally establish the basis of the request through approximate proof.

Depending on the case, the requested injunction may seek to preserve the disputed corporate position until the main case is resolved.

Interim relief must be carefully tailored; Turkish courts generally avoid granting an interim measure that effectively decides the entire merits of the case before trial.

25. Capital Dilution Must Be Examined Carefully

A frequent way of excluding a minority investor is not physically locking them out of the office.

It is diluting their shares.

Example:

A foreign investor owns 30%.

The majority shareholder causes the company to carry out a major capital increase.

The foreign investor cannot or is not properly permitted to participate.

After the capital increase, their stake falls to 5%.

Such transactions should be examined for:

• validity of the general assembly resolution;
• notice procedure;
• voting thresholds;
• pre-emption rights;
• justification for limiting pre-emption rights;
• equal-treatment concerns;
• abuse of majority rights; and
• provisions of the shareholders’ agreement.

If the capital increase resolution is unlawful, immediate action can be necessary because the three-month period applicable to annulment claims may become relevant.

26. Failure to Distribute Dividends Can Be Relevant—but Is Not Automatically Unlawful

Foreign shareholders sometimes say:

“The company is profitable, but I have received no dividends for five years.”

That deserves investigation.

But a profitable company does not automatically have to distribute every available Turkish lira.

General assemblies can legitimately retain profits for:

• investment;
• working capital;
• debt repayment;
• regulatory requirements; or
• justified corporate reserves.

The problem becomes more serious where profits are systematically retained while majority shareholders extract economic benefits through:

• salaries;
• management fees;
• related-party contracts;
• company cars and properties;
• affiliated entities; or
• shareholder loans.

In such a case, the analysis may concern not only dividend policy but also equal treatment, management duties, related-party transactions and misuse of corporate assets.

27. A Practical Example

Consider the following structure.

A Dutch investor owns 35% of a Turkish limited liability company.

The Turkish founder owns 65%.

Both were originally registered as managers.

The shareholders’ agreement provides that:

• both partners participate in management;
• payments above EUR 50,000 require both approvals;
• annual budgets require unanimous approval; and
• both shareholders receive full monthly financial information.

Two years later, the majority shareholder:

• removes the foreign investor’s bank access;
• holds general meetings without proper notice;
• refuses access to accounting records;
• transfers money to another company owned by the majority shareholder;
• attempts to remove the foreign investor as manager; and
• refuses to provide documentation.

The foreign investor potentially has several layers of protection.

Step 1 — Information and Inspection

A specific request can be made under TCC Article 614.

Step 2 — General Assembly

The investor may use statutory minority rights to require a meeting and put relevant issues on the agenda.

Step 3 — Challenge Unlawful Resolutions

Irregular general assembly decisions may be challenged under TCC Articles 445 and following, applied through Article 622.

Step 4 — Management Proceedings

If the controlling manager has seriously breached the duties of care and loyalty, an action under TCC Article 630 may seek removal or restriction of the manager’s management and representation authority.

Step 5 — Special Audit

Suspicious related-party transfers may justify pursuing a special audit.

Step 6 — Liability Claim

If company assets have actually been misused, liability proceedings may be considered.

Step 7 — Interim Protection

Urgent transactions threatening the investment may justify an injunction.

Step 8 — Exit or Dissolution

If the relationship has become genuinely impossible, judicial exit under TCC Article 638 or justified dissolution proceedings under Article 636 may be evaluated.

Step 9 — Shareholders’ Agreement Remedies

Contractual claims, penalties, put options, deadlock provisions or arbitration rights should be examined separately.

The correct approach is therefore rarely:

“File one case and ask to become manager again.”

Shareholder disputes usually require a multi-layered corporate litigation strategy.

28. What Documents Should the Foreign Shareholder Obtain Immediately?

Before commencing proceedings, the investor should secure the following:

• articles of association;
• shareholders’ agreement;
• investment agreement;
• share purchase agreement;
• current trade registry records;
• Turkish Trade Registry Gazette publications;
• share ledger;
• general assembly minutes;
• general assembly notices;
• board resolutions;
• manager resolutions;
• signature circulars;
• bank authorization documents;
• financial statements;
• annual activity reports;
• audit reports;
• accounting records available to the investor;
• emails;
• WhatsApp communications;
• evidence of dividend requests;
• evidence of denied information requests;
• documents concerning related-party transactions; and
• documents showing the company’s historical valuation and profitability.

The dispute should then be reconstructed chronologically.

29. Formal Notices Are Usually Better Than Informal Complaints

A frequent mistake is to allow the dispute to continue for years through WhatsApp conversations.

Instead, important rights should generally be exercised through legally traceable communications.

Depending on the issue, a formal notice may:

• request specified financial information;
• request inspection;
• object to a corporate resolution;
• demand a general assembly meeting;
• request inclusion of an agenda item;
• demand compliance with the shareholders’ agreement;
• reserve claims for damages; and
• warn management against disposing of specified assets.

For statutory minority requests under TCC Article 411, the Code expressly requires the request to be made through a notary.

Creating the correct documentary record at the beginning can determine the outcome years later.

30. Is Excluding a Shareholder a Criminal Offence?

Not by itself.

Corporate conflict is primarily a private-law and commercial-law matter.

The fact that a shareholder has been excluded from management does not automatically establish fraud, breach of trust or another criminal offence.

The analysis changes if there is evidence of separate criminal conduct, such as:

• falsification of signatures;
• forged general assembly minutes;
• fraudulent corporate records;
• misappropriation of company money;
• fraudulent transfers;
• false documentation; or
• intentional deception used to obtain the investment.

Civil and criminal liability should not be confused.

A criminal complaint should be based on genuine criminal evidence rather than being used merely as pressure in a shareholder dispute.

31. Should the Investor Fight for Control or Seek an Exit?

This is ultimately a commercial as well as legal decision.

Consider two investors.

Investor A

Owns 40% of a rapidly growing software company worth EUR 20 million.

Being bought out cheaply may be a poor result.

Investor A may prefer:

• restoring board representation;
• obtaining information;
• stopping dilution;
• challenging unlawful decisions; and
• protecting future upside.

Investor B

Owns 20% of a family-controlled company where trust has completely collapsed and years of litigation appear inevitable.

Investor B may prefer:

• a fair-value exit;
• contractual put rights;
• negotiated buyout; or
• judicial remedies capable of producing an exit.

Therefore, the objective must be determined before proceedings begin.

Control, protection and exit require different litigation strategies.

Frequently Asked Questions

Can a foreign shareholder be excluded from management simply because they are foreign?

No. Foreign nationality does not itself provide a lawful basis for depriving an investor of corporate rights.

Does owning 30% of a Turkish company automatically give me a board seat?

No. In a joint stock company, share ownership alone does not automatically create a board seat. Board representation may arise from the articles, a valid corporate appointment or contractual arrangements.

Can a minority shareholder demand company accounts?

Yes. Both joint stock and limited companies provide statutory information and inspection rights, although the applicable procedure differs.

Can I force a general assembly meeting?

Potentially. Qualifying minority shareholders may use TCC Articles 411 and 412. Those provisions also apply by analogy to limited companies through TCC Article 617.

Can I obtain an independent investigation into suspicious company transactions?

Potentially. Turkish law provides a special-audit mechanism under TCC Articles 438–444, which also applies to limited companies through TCC Article 635.

Can I sue to cancel a shareholder resolution?

Yes, where the statutory conditions are satisfied. An annulment action under TCC Article 445 generally has a strict three-month deadline.

Can I remove a Turkish partner who controls the limited company?

A shareholder may, where justified reasons exist, ask the court under TCC Article 630 to remove or restrict a manager’s management and representation powers.

Can I leave a limited company if the relationship has completely broken down?

Potentially. TCC Article 638 permits judicial exit for justified reasons.

Can an anonymous-company shareholder simply sue to leave the company?

Not in the same way. TCC Article 531 provides a justified-dissolution remedy for qualifying minority shareholders, and the court may instead order payment of the real value of the claimant’s shares.

Can the court freeze the situation while the case continues?

Potentially. Interim injunctions under HMK Article 389 may be available where the statutory requirements and approximate proof are established.

Conclusion

A foreign shareholder who has been excluded from management of a Turkish company should not assume that the majority shareholder has unlimited authority simply because it controls more votes.

At the same time, share ownership alone does not necessarily guarantee a management position.

The first task is therefore to determine where the investor’s management rights come from:

• Turkish Commercial Code;
• articles of association;
• board or manager appointment;
• privileged shares;
• shareholders’ agreement;
• investment agreement; or
• another contractual arrangement.

Once that is established, Turkish law offers several potentially powerful remedies.

The shareholder may seek information and inspection, force a general assembly process, request a special audit, challenge unlawful resolutions, pursue managers for liability, seek removal of a limited-company manager, obtain interim protection or, where the relationship has become irreparable, pursue exit, buyout or justified dissolution remedies.

For foreign investors, the most important practical rule is to act early.

Management exclusion often begins with missed emails and informal disagreements but can eventually develop into:

loss of information → loss of voting influence → dilution → transfer of company assets → loss of investment value.

By the time the shareholder asks for legal assistance, preserving the existing corporate and financial position may therefore be just as important as winning the ultimate case.