You are a shareholder, but cannot obtain bank movements or accounting records. Another shareholder or manager regularly withdraws company funds and says that the management is solely under their control. The first step is to identify the type of company and your role beyond simply holding shares.
In brief: Information rights, inspection rights, supervision of management and liability claims are distinct. The rules for a shareholder in a joint-stock company are not identical to those for a member of a limited company. Equally, not every payment leaving the company is automatically an unlawful withdrawal.
Why the company type matters
Article 437 of the Turkish Commercial Code addresses information and inspection in joint-stock companies, while Article 614 contains a different framework for limited companies. To whom the request should be directed, which steps must be followed and what can be done if access is refused depend on the company type.
The roles of shareholder, director, board member and manager should be kept distinct. Being a shareholder does not necessarily give unrestricted personal access to every bank account. Conversely, not being a manager does not mean that all information rights disappear.
Make the information request specific
A request identifying the period, transaction and type of record is generally easier to assess than a broad demand to “show every account”. For example, the request may concern related-party payments during specified months, shareholder current accounts or particular contracts. Keep evidence that the request was delivered.
Invoking trade secrets does not automatically justify refusing every request; the limits of the right must be assessed under the statutory conditions. Information obtained through shareholder rights should also be handled consistently with confidentiality and data-protection obligations.
The legal basis for withdrawals should be examined
A payment may represent salary, expense reimbursement, repayment of a shareholder loan, another debt or a duly approved dividend. A lack of explanation requires examination, but the existence of an outgoing bank entry does not by itself establish misconduct. Corporate decisions, contracts and accounting treatment should be compared.
Using company funds as personal assets can, on the other hand, create questions of management liability. Loss suffered by the company and direct personal loss alleged by a shareholder should be distinguished because they can lead to different claims and standing.
Documents to prepare
- Current trade-registry records and the articles of association.
- Records showing shareholding percentages and management roles.
- General assembly and board or managers’ resolutions.
- Available financial statements and lawfully accessed bank or accounting records.
- Information requests, refusals and meeting minutes.
- Dates, amounts and descriptions of transactions considered questionable.
Do not collect evidence by logging into an account without authority or using another person’s credentials. Lawful inspection and evidence-preservation mechanisms should be considered. If destruction of records is a concern, the risk should be described with concrete facts.
Possible remedies
Depending on the facts, remedies may include enforcing information and inspection rights, challenging particular corporate decisions, pursuing management liability or seeking protective measures concerning management powers. A special audit may also be relevant where its statutory conditions are met.
Different claims have different procedures and deadlines. Challenging a general assembly resolution is not the same as seeking information after a refusal. Withdrawal from the company or dissolution involves more serious consequences and requires separate analysis.
Frequently asked questions
I am a minority shareholder. Does that mean I have no effective rights?
No. Some rights arise from shareholder status itself, while others require a specified percentage or additional conditions. The company type and the particular remedy must be examined.
Can I withdraw the same amount to ‘balance’ what the other partner took?
No. Believing that another transaction was unlawful does not give you a general right to use company funds without a legal basis.
Is a spreadsheet from the accountant enough?
It can be a useful starting point, but its source, period and consistency with official records should be checked before drawing conclusions about loss.
DISCUSS YOUR CASE
Discuss your rights as a company shareholder
We can review the company documents, accounting records and disputed transactions to assess your options under Turkish law.
A brief summary and important dates are enough for an initial enquiry. Send documents only when requested by our lawyers, through the channel they specify. Do not share passwords, one-time codes or wallet keys.
Sources and legislation
Turkish Commercial Code No. 6102
Turkish Code of Obligations No. 6098
Originally prepared on 8 September 2026. This article provides general information on Turkish law. Remedies and deadlines should be assessed against the documents and circumstances of each case. The image is illustrative.
Related reading
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Related practice area: Corporate & Commercial Law.