Shareholder and Corporate Disputes in Turkish Companies

Foreign shareholders in Turkish companies may face disputes over management control, profit distribution, access to information, share transfers, capital, company assets, director conduct, general assembly decisions or exclusion from business operations.

The correct legal route depends on the company type, articles of association, shareholders’ agreements, corporate records, board or manager decisions, general assembly resolutions, accounting documents and whether urgent protection is needed.

Günser + Partners assists foreign shareholders, investors and business partners in selected corporate disputes involving Turkish companies.

This service may include:

• Reviewing articles of association and shareholder agreements
• Assessing shareholder rights in Turkish joint stock and limited liability companies
• Reviewing general assembly decisions and management resolutions
• Advising on information rights, minority rights and profit distribution issues
• Handling disputes concerning share transfers, capital contributions and corporate control
• Assessing director, manager or board liability issues
• Preparing legal notices and settlement positions
• Filing or defending corporate lawsuits where appropriate
• Seeking interim measures where company assets or voting rights are at risk
• Coordinating with foreign counsel or group headquarters

This service is relevant for foreign shareholders who own or invested in a Turkish company but face lack of transparency, blocked control, unpaid dividends, unauthorised transactions or governance breakdown.

A shareholder or corporate dispute is a conflict concerning the ownership, management, control, assets, decisions or internal governance of a company.

In Turkey, company disputes often involve joint stock companies and limited liability companies. The rights and remedies differ depending on the company type and the legal basis of the claim.

A dispute may be contractual, corporate, fiduciary, accounting-based or procedural. It may arise under the Turkish Commercial Code, articles of association, shareholders’ agreements, board decisions, general assembly resolutions, capital documents or tort and liability rules.

The main framework includes:

• The Turkish Commercial Code for company structure, shareholder rights, management, general assemblies, minority rights, liability and dissolution issues
• The Turkish Code of Obligations for contractual obligations, shareholders’ agreements and liability issues
• The Turkish Code of Civil Procedure for lawsuits, interim measures and evidence
• The Enforcement and Bankruptcy Code where judgments, receivables or corporate debts need enforcement
• Law No. 5718 if foreign shareholders, foreign-law agreements or cross-border jurisdiction issues are involved

The company’s articles of association and commercial registry records are essential. They often determine signature authority, share structure, management powers and procedural requirements.

Turkish corporate disputes are heavily document-based. Courts and registry practice focus on formal corporate records, authorised signatures, registered articles, general assembly minutes, board or manager decisions, share ledgers, capital records and commercial books.

A foreign shareholder may believe it has commercial control because of a private agreement, but Turkish corporate records may show a different legal picture. If the corporate registry, signature circulars and company books are inconsistent with the investor’s expectations, the dispute becomes more difficult.

Court practice also treats general assembly challenges, interim measures and information-right disputes as time-sensitive and procedure-sensitive. A shareholder who delays may lose procedural advantages.

A recurring debate in corporate disputes is the relationship between formal corporate law and private shareholder arrangements.

A shareholders’ agreement may create contractual obligations between the parties, but it does not automatically change registered corporate authority or bind the company in every respect. This distinction is critical for foreign investors who rely on English-language shareholder agreements without aligning the Turkish company documents.

Another practical debate concerns minority shareholder protection. Minority rights exist, but they require correct timing, proper shareholder status, adequate evidence and the right procedural route. They are not a substitute for careful corporate structuring at the investment stage.

A corporate dispute assessment should begin with:

• Company type: joint stock or limited liability company
• Shareholding percentage and class of shares
• Articles of association
• Shareholders’ agreement, if any
• Commercial registry records
• Signature circulars and authorised signatories
• General assembly minutes
• Board or manager decisions
• Share ledger and capital payment records
• Accounting documents and financial statements
• Evidence of unauthorised transactions
• Correspondence between shareholders or managers
• Urgent risks to assets, voting rights or management control

Without these documents, it is difficult to assess the realistic legal route.

Corporate disputes may involve short deadlines.

Challenges to general assembly resolutions are often subject to specific statutory periods, depending on the company type and claim. Certain objections must be raised promptly. Interim protection may become ineffective if action is delayed until assets are transferred, decisions are implemented or registry entries are completed.

The starting point may be the date of a general assembly decision, date of notification, date of commercial registry announcement, date when the shareholder learned of the disputed act or date of a management decision. Each claim must be checked separately.

Many corporate disputes are heard before commercial courts. However, the competent court or authority depends on the claim.

Some matters may involve commercial registry procedures, notarial notices, enforcement offices, civil courts, arbitration or contractual dispute resolution mechanisms. If the shareholders’ agreement contains arbitration or foreign jurisdiction clauses, these must be assessed before filing in Turkey.

Where the Turkish company, records or assets are in Turkey, Turkish law and Turkish procedural steps may remain central even if part of the relationship is documented abroad.

The party making the claim must prove the facts supporting it.

Relevant evidence may include:

• Articles of association
• Commercial registry records
• Share ledgers
• Share transfer documents
• Capital payment records
• Board or manager resolutions
• General assembly minutes
• Signature authority documents
• Accounting books and financial statements
• Bank records
• Contracts with related parties
• Emails and internal correspondence
• Independent audit or expert reports
• Notarial notices
• Evidence of asset transfers or self-dealing

Foreign documents may require translation and certification. Company records should be obtained in complete and current form before strategy is chosen.

The first practical issue is control. Who can sign for the company, call meetings, access records, instruct accountants, move assets or represent the company before third parties?

The second issue is timing. If a disputed resolution is about to be registered or assets are being moved, interim measures may be more urgent than a full merits lawsuit.

The third issue is alignment between documents. Foreign shareholders often have an investment agreement, but the Turkish articles of association and registry records may not reflect the same rights. This gap can create serious enforcement problems.

Günser + Partners reviews the corporate record, transaction documents and dispute timeline before recommending litigation, interim measures, negotiation or restructuring steps.

Common mistakes include:

• Relying only on a private shareholders’ agreement
• Ignoring Turkish commercial registry records
• Missing short deadlines for challenging resolutions
• Failing to secure company books or financial records
• Allowing disputed decisions to be implemented before seeking protection
• Treating a commercial disagreement as a simple debt claim
• Ignoring signature authority and representation rules
• Filing without confirming the company type and share structure
• Overlooking arbitration clauses in shareholder agreements
• Assuming foreign investment documents automatically override Turkish corporate law

Corporate disputes in Turkey are not solved by arguing commercial fairness alone. They require a precise review of company records, formal authority, shareholder status, deadlines and evidence.

Foreign shareholders should act before the dispute becomes irreversible. Once management decisions are implemented, assets transferred or registry entries completed, the legal position may become harder to protect.

These service pages were drafted for publication-style use. Before publishing, current official legislation and internal firm capacity should be checked again.

Core authorities to verify before upload:

• Law No. 5718 on Private International and Procedural Law, especially Articles 50–59 for foreign judgments
• Turkish Enforcement and Bankruptcy Code for enforcement, objections, attachment and collection
• Turkish Code of Obligations for contractual receivables and limitation issues
• Turkish Commercial Code for company, shareholder and commercial-book matters
• Turkish Code of Civil Procedure for evidence, interim protection and court procedure
• Law No. 4686 on International Arbitration where relevant
• New York Convention status and Turkey’s reservations
• CISG status and scope for international sale of goods contracts
• Current Turkish court fee, translation, apostille and procedural practice before publication