A foreign investor may enter a Turkish startup or privately held company based not only on its revenue but also on the assets, intellectual property, customer relationships, employees, licences, contracts and business infrastructure held by that company.

A serious problem may arise when, shortly before the investor’s planned exit, the founders begin transferring those assets to another company.

A typical scenario looks like this:

• the foreign investor owns 20–40% of a Turkish company;
• the founders control the board or management;
• the investor begins negotiating the sale of its shares;
• shortly before the exit, valuable assets are transferred to another company controlled by the founders;
• trademarks, customer contracts, machinery, employees, intellectual property or cash are moved out of the original company;
• the original company becomes significantly less valuable;
• the founders then argue that the investor’s shares are worth far less than expected.

This is sometimes described commercially as asset stripping, value diversion or pre-exit leakage.

Under Turkish law, founders cannot simply remove company assets because they hold a majority of the shares.

The fundamental principle is simple:

The assets belong to the company, not to its founders or shareholders.

Accordingly, a transfer designed to move value from the company to another founder-controlled business may trigger serious consequences under Turkish corporate, contractual, civil and, in appropriate circumstances, criminal law.

1. Does a Founder Own the Company’s Assets?

No.

This is one of the most important distinctions in Turkish company law.

A shareholder owns shares in the company.

The shareholder does not personally own:

• the company’s bank accounts;
• company real estate;
• machinery;
• trademarks;
• patents;
• software;
• receivables;
• customer contracts;
• inventory; or
• other assets belonging to the company.

The company is a separate legal entity.

Therefore, even a founder holding 70%, 80% or 90% of the shares cannot treat the company’s assets as personal property.

A controlling shareholder may exercise voting power through the company’s corporate bodies, but that power must still be exercised within the limits of:

• the Turkish Commercial Code;
• the articles of association;
• directors’ and managers’ duties;
• shareholders’ agreements;
• corporate decision-making rules; and
• the principle that company interests cannot simply be sacrificed for the personal benefit of the controlling shareholders.

2. Is Every Asset Transfer Before an Exit Unlawful?

No.

The timing alone does not make a transaction unlawful.

A Turkish company may legitimately sell assets before an investor exits.

For example, the company may sell:

• obsolete machinery;
• an unused property;
• a non-core business line;
• redundant equipment;
• inventory;
• an investment asset,

where the transaction has a genuine commercial purpose and the company receives fair consideration.

The legal problem becomes much more serious where there are indications such as:

• the buyer is owned by the founders or their family members;
• the asset is transferred substantially below market value;
• no meaningful payment is received;
• payment is postponed indefinitely;
• the company receives an artificial receivable rather than cash;
• commercially valuable contracts are transferred for little or no consideration;
• intellectual property is moved to another founder-controlled company;
• key personnel are transferred together with the business;
• company opportunities are redirected;
• transactions take place immediately before the investor’s exit;
• corporate approval requirements are deliberately avoided;
• the transaction is concealed from minority shareholders; or
• the practical purpose is to reduce the company’s value.

The entire transaction must therefore be examined rather than merely its formal description.

3. The Most Important Question: Was Fair Market Value Paid?

Suppose a company owns a factory worth TRY 100 million.

The founders transfer that factory to another company they control for TRY 20 million.

Even if the transaction is documented as a formal “sale”, the existence of a written sales contract does not automatically protect the founders.

The central questions would include:

• Why was the property sold?
• How was the TRY 20 million price determined?
• Was an independent valuation obtained?
• Were competing offers obtained?
• Was the purchaser related to the founders?
• Was the purchase price actually paid?
• Where did the money go?
• Was the transaction commercially necessary?
• What effect did the sale have on the original company’s operations?
• Were the required corporate approvals obtained?
• Did the directors properly consider the company’s interests?

A transaction between related parties that significantly disadvantages the company can create substantial liability exposure.

4. Directors Must Protect the Interests of the Company

For a Turkish joint stock company, Article 369 of the Turkish Commercial Code imposes duties of care and loyalty on members of the board of directors.

Directors are expected to act with the diligence of a prudent manager and to protect the company’s interests in accordance with the principle of good faith.

Accordingly, directors cannot normally use their positions to transfer corporate value to themselves, their families or businesses they control.

Recent Turkish Court of Cassation decisions continue to apply Articles 369 and 553 where directors’ actions improperly diminish company assets. In a 2025 decision, for example, the Court upheld liability findings concerning company assets being disposed of in a manner that made recovery of a claim impossible.

Therefore, if founders are also board members, transferring assets from Company A to their own Company B on commercially unjustifiable terms may constitute a breach of their duties.

5. What About a Limited Liability Company?

A similar principle applies to Turkish limited liability companies.

Article 626 TCC requires managers and persons responsible for management to:

• perform their duties with due care; and
• protect the company’s interests in accordance with the principle of good faith.

A manager should therefore not sacrifice the interests of the company for their own personal interests.

This issue has recently appeared directly in Turkish Court of Cassation practice.

In a 2025 decision involving a limited company, the Court upheld the cancellation of a real estate transfer where the company’s manager transferred company property below market value to another company with which the manager had a close relationship. The transaction was considered contrary to the manager’s duty of care and loyalty.

This is highly relevant to founder-controlled asset transfers.

6. What If the Founders Transfer Almost All of the Company’s Assets?

This introduces another major rule.

Under Article 408/2-f TCC, the:

“wholesale sale of a significant amount of company assets”

falls within the non-transferable powers of the general assembly of a Turkish joint stock company.

In other words, the board cannot necessarily decide on its own to dispose of assets that constitute a significant part of the company.

Whether an asset is “significant” is not determined solely by a fixed percentage.

The assessment may consider:

• the value of the asset;
• its proportion to total company assets;
• whether it is the company’s main asset;
• whether the company can continue its main business after the transfer;
• whether the transaction effectively empties the company; and
• whether the disposal may lead to de facto liquidation.

The Constitutional Court recently examined this exact provision.

In its 13 May 2026 decision, E.2025/226, K.2026/112, published in the Official Gazette on 5 August 2026, the Constitutional Court rejected the challenge to Article 408/2-f and confirmed that the requirement remains constitutionally valid.

The Constitutional Court also referred to Court of Cassation decisions considering factors such as the value of the transferred assets, whether the asset represents the company’s principal property and whether the transfer makes continuation of the company’s core business impossible.

This is particularly important where founders attempt to empty the company immediately before an investor exits.

7. What Happens If the Required General Assembly Approval Was Never Obtained?

The consequences can be extremely serious.

Current Turkish judicial practice recognizes that transactions falling within Article 408/2-f and undertaken without the necessary general assembly decision may be legally ineffective.

The Constitutional Court’s 2026 decision expressly referred to Court of Cassation jurisprudence accepting that a transfer of a significant amount of company assets without the required general assembly resolution does not produce valid legal consequences.

This can potentially open the door to claims seeking:

• invalidity of the transaction;
• cancellation of title;
• re-registration of real estate in the company’s name;
• recovery of transferred assets; or
• related compensation.

Whether such remedies are available depends on the nature of the asset, transaction and corporate structure.

8. Can This Rule Also Matter for a Limited Company?

Yes.

Although the statutory structure is different, recent Court of Cassation decisions are highly important.

Turkish Court of Cassation jurisprudence has addressed situations where limited company managers transferred assets so substantial that the transaction effectively stripped the company of its operating assets.

Recent decisions have emphasized the requirement for general assembly involvement in transactions that produce the practical effect of liquidating or substantially emptying a limited company.

Therefore, founders of a Ltd. Şti. should not assume that management authority gives them unrestricted power to transfer the company’s essential assets.

9. What If the Assets Are Transferred to Another Company Controlled by the Founders?

This makes the transaction considerably more suspicious.

Assume:

Startup A

is owned:

• 70% by the Turkish founders;
• 30% by a foreign investor.

The founders then establish:

Startup B

which they own personally.

Shortly before the foreign investor’s exit, Startup A transfers to Startup B:

• its trademark;
• software;
• major customer contracts;
• employees;
• domain names;
• equipment; and
• key commercial relationships.

Startup A is left with little more than liabilities.

The founders may argue that these were ordinary commercial transactions.

However, a court would potentially investigate whether the transactions:

• had a genuine business justification;
• were conducted at arm’s length;
• were properly approved;
• involved conflicts of interest;
• benefited Startup A;
• caused a measurable loss to Startup A; and
• were designed to divert corporate value.

The closer the connection between the founders and the recipient company, the more important documentary evidence of fair commercial terms becomes.

10. Conflict of Interest Can Be Important

Turkish corporate law contains additional protections concerning conflicts of interest.

For joint stock companies, Article 393 regulates circumstances where a director must not participate in deliberations concerning transactions in which there is a conflict between the director’s interests and those of the company.

Article 395 also contains rules concerning transactions between the company and board members.

Therefore, where directors arrange transactions involving their own businesses, family companies or related entities, additional corporate governance questions may arise.

A transaction does not become automatically lawful merely because the board formally voted in favour of it.

The court may examine:

• who participated;
• who benefited;
• whether conflicts were disclosed;
• whether required permissions existed; and
• whether the decision itself violated mandatory corporate rules.

11. What If the Assets Are Transferred Within a Group of Companies?

Turkish company-group law provides another potentially powerful protection.

Article 202 TCC regulates the unlawful exercise of control.

A controlling company may not use its control to cause a controlled company to suffer losses by directing it, among other things, to:

• transfer business;
• transfer assets;
• transfer funds;
• transfer personnel;
• transfer receivables or liabilities;
• reduce or transfer its profits;
• make payments;
• provide guarantees; or
• enter into other disadvantageous transactions,

unless the loss is properly compensated under the statutory mechanism.

This provision can become especially important where company assets are shifted between businesses belonging to the same founder-controlled corporate group.

If the statutory conditions are satisfied and the loss is not compensated, shareholders may potentially pursue remedies against the controlling company and responsible persons.

12. Can the Foreign Investor Sue the Founders or Directors?

Potentially, yes.

Article 553 TCC provides that founders, board members, managers and liquidators may be liable for losses caused by culpable breaches of obligations imposed by law or the articles of association.

However, an important distinction must be made.

Being called a “founder” does not by itself mean that a person is automatically liable for every corporate act many years after incorporation.

The person’s actual legal position must be identified.

Was the person:

• a board member?
• a manager?
• a controlling shareholder?
• an authorized signatory?
• the beneficial owner of the recipient company?
• a person giving binding instructions?
• a contractual party?

The legal basis of liability will depend on the answer.

13. Can a Shareholder Bring a Claim for Damage Suffered by the Company?

Yes.

This is one of the strongest minority shareholder protections in Turkish corporate law.

Under Article 555 TCC:

The company and each shareholder may request compensation for damage suffered by the company.

However, where a shareholder brings the claim for the company’s loss, the shareholder must generally request that the compensation be paid to the company, not personally to the shareholder.

This distinction is critical.

Suppose:

• the company loses TRY 50 million because machinery was transferred below market value;
• consequently, the investor’s shares fall in value by TRY 15 million.

The immediate damage is ordinarily suffered by the company.

The decline in the investor’s share value is generally a consequential or reflective loss.

Therefore, a claim under Article 555 would normally seek restoration of the TRY 50 million loss to the company.

Once the company’s assets are restored, the economic value of the investor’s shares should correspondingly improve.

Recent Court of Cassation case law continues to emphasize that compensation for reflective shareholder loss must be requested for payment to the company.

14. Can the Investor Also Have a Personal Claim?

Possibly.

The distinction between:

damage to the company

and

direct damage to the investor

is extremely important.

For example, the investor may have a separate personal claim where:

• the founders breached a shareholders’ agreement directly owed to the investor;
• false statements were made during the investment;
• an agreed exit price was manipulated;
• the investor was fraudulently induced to sell;
• a contractual anti-leakage provision was breached;
• the investor’s tag-along or exit rights were deliberately frustrated;
• contractual warranties were false.

In those circumstances, contractual or other personal remedies may exist independently of the company’s corporate claim.

The investor should therefore avoid treating every loss as the same type of damage.

15. Shareholders’ Agreements Can Provide Stronger Protection

In foreign investment transactions, the statutory rules should ideally be supplemented by a properly drafted shareholders’ agreement.

The agreement may define certain transactions as Reserved Matters requiring investor approval.

Typical reserved matters include:

• sale of material assets;
• transfer of intellectual property;
• transactions with founders;
• related-party transactions;
• borrowing above specified thresholds;
• guarantees;
• acquisitions;
• disposal of subsidiaries;
• transfer of key customer contracts;
• material changes to the business;
• creation of security over company assets.

If a shareholders’ agreement states that assets above TRY 5 million cannot be sold without investor consent, a founder-controlled transfer may therefore create contractual liability even where the transaction does not independently meet the threshold of Article 408/2-f.

16. “No Leakage” Clauses Are Particularly Important Before Exit

M&A agreements frequently use the concept of leakage.

Leakage may include value transferred to sellers or founders through:

• dividends;
• management fees;
• related-party payments;
• asset transfers;
• shareholder loans;
• bonuses;
• debt forgiveness;
• excessive salaries;
• transfer of company opportunities;
• non-arm’s-length transactions.

An investment agreement or exit agreement may prohibit leakage between a specified valuation date and closing.

If founders transfer company value during this period, the investor or buyer may have a contractual claim for:

• repayment;
• indemnification;
• purchase price adjustment;
• damages; or
• potentially termination or refusal to close, depending on the agreement.

17. What If the Share Sale Has Already Been Signed but Not Yet Closed?

The investor should immediately review the SPA.

Modern share purchase agreements commonly contain interim-period covenants requiring the business to be conducted:

“in the ordinary course”

between signing and closing.

The agreement may prohibit:

• disposal of material assets;
• unusual related-party transactions;
• extraordinary distributions;
• new indebtedness;
• transfer of intellectual property;
• termination of major contracts,

without buyer consent.

If founders transfer company assets during the signing-to-closing period, this may constitute a material contractual breach.

Depending on the SPA, the buyer may potentially:

• refuse to close;
• require the breach to be cured;
• seek indemnification;
• invoke a purchase price mechanism; or
• pursue damages.

18. Can the Investor Challenge a General Assembly Resolution Approving the Transfer?

Potentially, yes.

Article 445 TCC allows challenges to general assembly resolutions that are contrary to:

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

The action must generally be brought within three months from the date of the resolution by persons entitled to challenge it under Article 446.

For example, suppose the founders use their majority votes to approve the transfer of the company’s main factory to another company they own for a fraction of market value.

The existence of majority approval does not necessarily eliminate all legal scrutiny.

The resolution may still be examined for:

• abuse of majority power;
• violation of company interests;
• conflict of interest;
• violation of good faith;
• violation of mandatory statutory rules.

Depending on the seriousness of the defect, questions of annulment, nullity or non-existence may arise.

19. Can a Special Auditor Investigate the Asset Transfers?

Yes, where the statutory conditions are satisfied.

The special audit mechanism under Articles 438–444 TCC can be extremely useful where the foreign investor suspects asset diversion but does not possess the accounting evidence necessary to prove it.

A shareholder may seek clarification of specific events through a special audit after properly exercising the information and inspection right.

A special audit might investigate matters such as:

• whether assets were transferred;
• who received them;
• how the transaction price was determined;
• whether payments were actually made;
• whether the buyer was a related party;
• whether accounting entries match reality;
• whether the company suffered financial loss.

The request should concern identifiable transactions rather than being an unrestricted investigation of the entire company. Turkish courts emphasize that a special audit is intended to clarify specific events rather than create a general investigative mandate.

20. What Should the Investor Request From the Company?

The investor should move quickly to preserve information.

Relevant evidence may include:

• general ledger records;
• journal entries;
• bank statements;
• invoices;
• asset registers;
• fixed-asset records;
• board resolutions;
• general assembly resolutions;
• related-party agreements;
• valuation reports;
• real estate records;
• trademark and patent records;
• intellectual property assignments;
• customer assignment agreements;
• employee transfer documentation;
• intercompany accounts;
• shareholder current accounts;
• emails and corporate correspondence.

The investigation should compare the company’s position before and after the disputed transfers.

21. Interim Injunctions Can Be Critical

If the investor learns of the transaction before the assets disappear, immediate action may be substantially more effective than a compensation claim years later.

Under Turkish procedural law, interim measures may be requested where failure to act could make enforcement of the eventual judgment significantly more difficult or impossible.

Depending on the case, an investor may consider seeking measures concerning:

• real estate;
• company shares;
• intellectual property;
• machinery;
• receivables;
• registration transactions;
• further transfers of disputed assets.

The exact form of interim relief depends on who owns the asset, the underlying claim and the evidence available.

A court will normally expect a credible showing of both the substantive right and the urgency requiring protection.

22. What If the Asset Has Already Been Transferred to a Third Party?

The analysis becomes more complex.

The investor must determine:

1. who legally owned the asset;
2. who authorized the transfer;
3. whether the required corporate decision existed;
4. whether the transaction was valid;
5. whether the purchaser was genuinely independent;
6. whether the purchaser knew about the irregularity;
7. whether the purchaser was related to the founders;
8. whether the purchase price was paid.

A transfer to a genuinely independent third party acting in good faith presents different legal issues from a transfer to:

“Founder NewCo Ltd.”

owned by the same founders who approved the transaction.

A related counterparty may make it considerably easier to demonstrate knowledge of conflicts, authority problems or the artificial nature of the transaction.

23. Can the Asset Itself Be Recovered?

Potentially.

The appropriate action depends on the asset.

For example:

Real Estate

A claim may potentially seek cancellation of the purchaser’s title and registration of the property back in the company’s name where the transfer is legally invalid.

Recent Court of Cassation decisions involving limited companies have upheld such remedies in circumstances involving unauthorized or improper related-party transfers.

Intellectual Property

Invalid or unauthorized assignments may require proceedings concerning the underlying transfer agreement and relevant registry entries.

Receivables

Improper assignments may require challenges to the assignment itself and/or recovery claims.

Cash

Where money has already been transferred, the remedy may primarily involve restitution or damages.

The legal strategy must therefore follow the nature of the transferred asset.

24. Could the Founders Be Removed From Management?

In some cases, yes.

For a limited liability company, serious violations of managers’ duties may support proceedings concerning restriction or removal of management authority under the Turkish Commercial Code.

For joint stock companies, the governance mechanism is different because directors are principally appointed and removed through corporate procedures.

Therefore, where asset stripping is ongoing, the investor should evaluate not merely historical compensation but also whether the persons responsible should continue controlling the company.

25. Does Criminal Law Ever Apply?

Potentially, but not every bad corporate decision constitutes a criminal offence.

Where company assets have deliberately been appropriated or diverted, depending on the factual circumstances, offences such as breach of trust under Article 155 of the Turkish Criminal Code may need to be examined.

Other criminal provisions may become relevant where there are allegations involving:

• forged corporate documents;
• fraudulent invoices;
• fictitious transactions;
• fraudulent accounting;
• deception;
• unlawful appropriation of corporate property.

However, a commercial dispute should not automatically be characterized as criminal.

Criminal liability requires the specific legal elements of the relevant offence to be established.

26. What If the Company Is Being Emptied to Avoid Paying a Debt?

The analysis can extend beyond company law.

If the company has creditors and assets are transferred to prevent enforcement, Turkish enforcement and insolvency law may also become relevant.

The avoidance-of-disposition provisions beginning with Article 277 of the Enforcement and Bankruptcy Law may allow qualifying creditors, where statutory conditions are satisfied, to challenge transactions designed to place assets beyond creditors’ reach.

However, a shareholder does not automatically become a creditor simply because the value of their shares has fallen.

This remedy becomes particularly relevant where the investor has an independent enforceable receivable against the company or another responsible party.

27. What Is the Limitation Period for Director Liability?

Article 560 TCC provides an important limitation rule for corporate liability actions.

As a general rule, a compensation claim becomes time-barred:

• two years after the claimant learns of the damage and the person responsible; and
• in any event, five years after the act causing the damage.

Where the conduct also constitutes a criminal offence subject to a longer criminal limitation period, that longer period may apply to the compensation claim under the statutory conditions.

Foreign shareholders should therefore not leave suspected asset transfers unresolved for years.

Different claims may also have different limitation or forfeiture periods.

28. Practical Example

Assume a US investor owns 30% of a Turkish technology company.

The founders own 70% and control the board.

The company is valued at USD 20 million.

A third-party buyer offers to purchase the investor’s shares.

Two months before the proposed sale, the founders establish another Turkish company owned entirely by themselves.

They then transfer to the new company:

• the main software platform;
• the trademark;
• several key employees;
• three major customer agreements; and
• important domain names,

for TRY 1 million.

The original company previously generated substantial revenue from these assets.

After the transfers, the founders argue:

“The original company is now worth only USD 5 million, so your 30% stake should be valued accordingly.”

From a Turkish-law perspective, the investor should investigate at least:

Corporate Authority

Who approved each transfer?

Consideration

What was each asset actually worth?

Related Party Status

Who owns the receiving company?

Director Duties

Did management act in the company’s interest?

Investor Approval

Did the shareholders’ agreement classify these transfers as Reserved Matters?

General Assembly Authority

Did the transaction involve a significant amount of company assets requiring shareholder approval?

Information Rights

Were the transfers properly disclosed?

Special Audit

Should an independent expert investigate the transactions?

Liability

Has the company suffered a measurable financial loss?

Interim Measures

Can further transfers be stopped before more value disappears?

Exit Agreement

Does the proposed exit documentation contain no-leakage or ordinary-course protections?

The investor may therefore have several remedies operating simultaneously rather than a single lawsuit.

29. What Should a Foreign Investor Do Immediately?

Where there is a genuine suspicion of pre-exit asset stripping, speed is important.

The investor should normally consider the following sequence.

Step 1 — Preserve Corporate Evidence

Obtain existing:

• financial statements;
• board records;
• shareholder records;
• transaction documents;
• emails;
• registry information.

Step 2 — Identify the Assets

Create a clear list of what has disappeared or is about to be transferred.

Step 3 — Identify the Recipient

Determine ownership and management of the receiving business.

Step 4 — Determine Market Value

Independent valuation may become essential.

Step 5 — Review Corporate Approvals

Examine:

• board resolutions;
• general assembly resolutions;
• signature authorities;
• conflict-of-interest rules.

Step 6 — Review the Shareholders’ Agreement

Look specifically for:

• Reserved Matters;
• related-party provisions;
• transfer restrictions;
• anti-leakage clauses;
• investor consent rights;
• exit provisions;
• information rights.

Step 7 — Exercise Information Rights

Use Articles 437 or 614 TCC depending on whether the company is an A.Ş. or Ltd. Şti.

Step 8 — Consider a Special Audit

Use Articles 438–444 where appropriate.

Step 9 — Consider Interim Protection

If assets have not yet disappeared, urgent judicial protection may be necessary.

Step 10 — Determine the Correct Claim

Potential claims may include:

• transaction invalidity;
• asset recovery;
• title cancellation and re-registration;
• director or manager liability;
• compensation;
• general assembly resolution challenge;
• contractual damages;
• group-company liability;
• removal of management;
• criminal complaint where the statutory elements exist.

30. The Investor Should Not Focus Only on the Exit Price

One common mistake is treating the dispute purely as a valuation argument.

The founders may say:

“Your shares are worth less now.”

But the correct legal question may be:

“Why are the shares worth less now?”

If the answer is that valuable assets were improperly transferred to another founder-controlled company, the issue may not simply be the company’s current valuation.

The investor may instead need to challenge the transactions that caused the reduction in value.

This can dramatically change the litigation strategy.

31. Prevention Is Better Than Litigation

Foreign investors entering Turkish companies should negotiate strong protections before making the investment.

The investment agreement and shareholders’ agreement should ideally include:

• comprehensive Reserved Matters;
• investor veto over material asset disposals;
• investor approval for related-party transactions;
• restrictions on transferring intellectual property;
• monthly financial reporting;
• bank account transparency;
• independent audit rights;
• restrictions on founder-controlled businesses;
• conflict-of-interest procedures;
• anti-leakage provisions;
• founder non-compete obligations;
• ordinary-course covenants before exit;
• contractual indemnification;
• exit valuation protections.

The objective is to make it contractually impossible—or at least economically unattractive—for founders to remove the company’s value immediately before an investor exits.

Conclusion

Founders of a Turkish company do not personally own the company’s assets merely because they founded the business or control a majority of its shares.

Company assets belong to the company.

If founders or managers transfer those assets to another business before a foreign investor’s exit, the legal consequences depend on the purpose, value, corporate authorization, relationship between the parties and effect of the transaction on the company.

A legitimate arm’s-length asset sale made for proper commercial reasons is not automatically unlawful.

However, transferring valuable assets to a founder-controlled entity for inadequate consideration in order to reduce the original company’s value may create serious legal exposure.

Possible remedies under Turkish law may include:

• challenging the validity of the transaction;
• recovering transferred assets;
• cancellation and re-registration of real estate;
• director or manager liability under Articles 553 and 555 TCC;
• claims based on breach of duties under Articles 369 or 626;
• challenging general assembly resolutions;
• special audit proceedings;
• remedies concerning unlawful exercise of control under Article 202;
• interim judicial protection;
• contractual claims under investment or shareholders’ agreements;
• and, in appropriate circumstances, criminal or enforcement-law remedies.

The key question for the foreign investor is therefore not simply whether assets have been transferred.

It is:

Were company assets transferred for a legitimate commercial purpose and fair value—or were they moved out of the company to deprive the investor of the value of its investment?