Sophisticated commercial fraud, corporate embezzlement, trade finance scams, and premeditated fraudulent bankruptcies represent serious risks for international companies investing in or trading with Turkey. When corporate capital is siphoned through shell entities, forged documents, or corrupt management, a demand letter or a slow civil lawsuit alone rarely keeps the assets within reach.
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Lex Lata provides legal counsel for multinational enterprises, international trading houses, foreign shareholders, and private equity funds. We combine the coercive tools of Turkish Criminal Procedure (CMK No. 5271) with the asset-seizure remedies of Enforcement & Bankruptcy Law (İİK No. 2004) and Corporate Law (TCC No. 6102) to trace, freeze, and recover stolen assets.
1. Aggravated Commercial Fraud Prosecution (TCK Art. 158)
Under the Turkish Penal Code (Law No. 5237), fraud in the commercial sphere is often prosecuted as Aggravated Fraud (Nitelikli Dolandırıcılık):
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- Fraud in the Course of Commercial Activity (TCK Art. 158/1-h): Fraud committed by merchants, company managers or persons acting on behalf of a company in the course of their commercial activities, or by cooperative managers within the cooperative’s activities.
- Fraud Using Information Systems, Banks or Credit Institutions (TCK Art. 158/1-f): Fraud in which information systems, banks or credit institutions are used as an instrument, for example through electronic banking or digital payment channels.
- Fraud Using Public Bodies or Legal Entities (TCK Art. 158/1-d): Fraud in which public institutions, public professional bodies, political parties, foundations or associations are used as an instrument. Forging an official document is a separate offence (TCK Art. 204).
Aggravated fraud carries 3 to 10 years of imprisonment and a judicial fine of up to 5,000 days. For sub-paragraphs (e), (f), (j), (k) and (l), the minimum prison term is four years and the fine may not be less than twice the gain obtained. The penalty is increased by half where the offence is committed jointly by three or more persons, and by one fold where it is committed within the activity of a criminal organisation (TCK Art. 158/3).
2. Criminal Asset Freezing & Seizure (CMK Art. 128)
The cornerstone of white-collar asset recovery is ensuring that assets do not vanish during the investigation. Under Article 128 of the Criminal Procedure Code, only a judge may order seizure (CMK 128/9); during the investigation this is the Criminal Judgeship of Peace (Sulh Ceza Hakimliği) acting on the prosecutor’s request. Strong suspicion, based on concrete evidence, that the offence was committed and that the assets derive from it is required, together with a report on the value of the proceeds (CMK 128/1). Theft, breach of trust (TCK 155), fraud (TCK 157, 158) and fraudulent bankruptcy (TCK 161) are among the offences listed in CMK 128/2.
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Assets That May Be Seized (CMK Art. 128/1):
- Bank Accounts & Deposits: Accounts of every kind at banks and other financial institutions; the order is notified to the bank immediately by technical means.
- Real Estate Holdings: Seizure annotations (el koyma şerhi) on Land Registry (TKGM) records.
- Corporate Shares & Equity: Partnership shares in Turkish Joint Stock (A.Ş.) and Limited Liability (Ltd. Şti.) companies, notified to the company and the trade registry.
- Vehicles & Vessels: Land, sea and air vehicles, by annotation in the register where they are recorded.
- Other Assets: Rights and receivables, negotiable instruments, safe-deposit box contents and “other assets” (CMK 128/1-h); crypto assets held with crypto-asset service providers are not named in the article but can be assessed under this heading.
Separately, CMK Art. 128/A (added in December 2025) allows the bank, payment service provider or crypto-asset service provider to suspend an account used in qualified fraud under TCK 158/1-f or (l), qualified theft under TCK 142/2-e or misuse of bank or credit cards (TCK 245) for up to 48 hours; seizure within that period can be ordered by a judge, or in urgent cases by the prosecutor’s written order subject to a judge’s approval, without the valuation report.
3. Financial Crimes Investigation Board (MASAK)
Under Law No. 5549, the Financial Crimes Investigation Board (MASAK) functions as Turkey’s financial intelligence unit.
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Under Article 19/A of Law No. 5549, where there is a suspicion that the assets in a transaction are linked to money laundering or terrorist financing:
- The Minister May Suspend the Transaction for 7 Business Days: The Minister (who may delegate this to a deputy minister) may suspend the transaction or refuse to let it proceed for that period.
- MASAK Confirms and Analyses: The suspension serves to let MASAK confirm the suspicion, analyse the transaction and, where needed, refer the results to the competent authorities.
4. Director Embezzlement & Piercing the Corporate Veil (TCC Art. 553)
Foreign investors in Turkish joint ventures frequently encounter local managing directors who divert company revenue into private accounts or affiliate companies.
| Legal Remedy | Statutory Basis | Enforcement Mechanism | Target Assets |
|---|---|---|---|
| Qualified Breach of Trust | TCK Art. 155/2 | Prosecution before criminal courts where entrusted property is misappropriated in a commercial or service relationship or under authority to manage another's property. | 1 to 7 years imprisonment and up to 3,000 days' judicial fine; confiscation of proceeds (TCK 55) only where they cannot be returned to the victim. |
| Personal Director Liability | TCC Art. 553 | Commercial court lawsuit for culpable breach of duties under the law and the articles of association. | Director's personal real estate, bank deposits, and shares. |
| Piercing the Corporate Veil | Civil Code (TMK) Art. 2 | Disregarding separate corporate identity of fraudulent shell companies. | Ultimate beneficial owners' and shadow shareholders' personal wealth. |
| Action for Annulment of Fraudulent Transactions | İİK Arts. 277-284 | Annulment of gratuitous dispositions made within 1 year (Art. 278) and of transactions made to harm creditors where enforcement began within 5 years (Art. 280). | Assets transferred to relatives, shell companies, or related parties. |
5. Dual-Track Litigation Strategy: Simultaneous Criminal & Civil Action
Relying solely on civil litigation allows fraudsters time to dissipate capital, while criminal cases alone do not automatically enforce monetary restitution. Lex Lata runs both tracks together:
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- Freezing: We file a criminal complaint requesting a CMK 128 seizure while applying to the competent court for a civil Precautionary Attachment (İİK 257).
- Evidence: Where evidence risks being lost, the court may be asked to order an expert examination as preservation of evidence (HMK 400 Delil Tespiti); bank records are obtained through the prosecutor or the court.
- Proceedings: We pursue the criminal case, as a rule before the Criminal Court of First Instance (asliye ceza mahkemesi), or before the High Criminal Court where TCK 158/3 raises the maximum above ten years, while pursuing civil liability under TCC Art. 553 and TCO Art. 49 and the annulment action under İİK Art. 277 et seq. Where the file also carries fraudulent bankruptcy (TCK Art. 161), that charge is tried before the High Criminal Court.
- Enforcement: Where proceeds were seized under CMK 128/A (only for TCK 142/2-e, 158/1-f and (l), and 245; not for fraud under 158/1-h), the proceeds found to belong to the victim are returned to their owner during the investigation or prosecution (CMK 128/A/5). Confiscation under TCK 55 applies only where proceeds cannot be returned to the victim; attached assets are collected through the enforcement office and remitted to the client’s account.
Related Practice Areas & Strategic Legal Guides
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- Commercial Debt Collection & Asset Recovery: Cross-border B2B debt enforcement and precautionary asset freezes (İİK 257).
- Foreign Judgment & Arbitral Award Enforcement (Tenfiz): Exequatur proceedings under MÖHUK No. 5718 and the 1958 New York Convention.
- Commercial Fraud & White-Collar Crime: CMK 128 criminal seizure, director embezzlement, and MASAK-related issues.
- Legal Matters in Istanbul for Foreign Clients and Companies: Litigation and court representation across Çağlayan, Kartal, and Bakırköy courthouses.
