When Company Directors Face Criminal Liability in Turkey

Setting up a company in Antalya or anywhere in Turkey is relatively straightforward, but many foreign investors are surprised to discover that limited liability does not extend to criminal law. Under Turkish law, only natural persons — directors, managers, and authorised representatives — can face criminal prosecution. A company director who commits fraud, misappropriates assets, or ignores workplace safety rules can be personally investigated, charged, and convicted regardless of nationality or formal corporate role. Understanding the criminal risks before problems arise is the only effective protection.

Companies Cannot Be Prosecuted — But Their Directors Can

The Turkish Criminal Code (Türk Ceza Kanunu, TCK) establishes that criminal liability is strictly personal. A legal entity — whether a limited company (limited şirket) or a joint stock company (anonim şirket) — cannot be indicted, convicted, or imprisoned. When an offence occurs within a business, prosecutors focus on the human being who gave the order, signed the document, or carried out the act.

This principle has a practical consequence that surprises many foreign directors: being a passive investor or a non-resident board member does not automatically protect you. If your name is in the company records and a criminal act is traced to decisions you were involved in, you can be investigated. The moment you accept a directorship in a Turkish company, you accept personal criminal exposure.

Before setting up a company in Turkey, it is worth understanding precisely what responsibilities come with any executive role.

The Most Common Criminal Charges Facing Directors

Fraud and aggravated fraud. Turkish courts regularly prosecute directors who deceive business partners, customers, or government institutions to obtain a financial advantage. Fraud charges become "aggravated" — with significantly heavier sentences — when commercial relationships, large amounts of money, or vulnerable victims are involved. The Yargıtay's 11th Criminal Division handles a high volume of these cases each year.

Breach of trust in the course of service. The Turkish Criminal Code criminalises misappropriating assets belonging to a company or its shareholders, using company resources for personal gain, or failing to account for money under one's control. This offence applies directly to directors and managers and is one of the most frequently prosecuted white-collar crimes in Turkey. Turkish courts have confirmed that it applies regardless of whether the director acted unilaterally or claimed to be following instructions.

Document forgery. Falsifying company accounts, contracts, or official documents is a standalone criminal offence. This is particularly relevant in real estate transactions and commercial deals where altered documents are used to mislead buyers, sellers, or lenders.

Tax fraud. Turkish tax legislation imposes direct criminal liability on the company representative who signs tax returns and financial documents. A director who files false returns, maintains double accounts, or deliberately destroys financial records faces prosecution under the Tax Procedure Law (Vergi Usul Kanunu, VUK) — not just administrative fines. Unlike administrative penalties, which fall on the company, criminal prosecution falls on the individual.

For cybercrime-related offences that company directors may encounter — such as unauthorised access to systems or electronic fraud — there is a separate body of criminal exposure under Turkish law.

Workplace Safety — A Serious and Often Overlooked Risk

Turkey's Occupational Health and Safety Law (İş Sağlığı ve Güvenliği Kanunu) places clear obligations on employers and managers to maintain safe working conditions. When a worker dies or is seriously injured because safety measures were not in place, the responsible director or manager can be charged with negligent homicide or negligent injury under the Turkish Criminal Code. Turkish courts ask a straightforward question: did the director know, or should they have known, about the hazard — and did they fail to act?

This risk is especially significant in Antalya's construction, manufacturing, and hospitality sectors, where many foreign investors operate. Even if you are not physically present at a worksite, you can be held responsible if safety decisions were within your authority and you delegated them carelessly or ignored them entirely.

Social Security and Employment Obligations

Directors of Turkish companies are also personally exposed if the company fails to register employees with the Social Security Institution (SGK), does not pay contributions on time, or dismisses workers without following legal procedures. These matters start as administrative and civil issues, but systematic violations can escalate into criminal territory.

Practical Risks for Foreign Directors in Turkey

Foreign nationals holding directorships in Turkish companies face the same criminal exposure as Turkish citizens. Several additional practicalities are worth knowing:

• A criminal investigation can trigger an exit ban (yurt dışı çıkış yasağı) that prevents you from leaving Turkey until the matter is resolved.
• You have the right to an interpreter at every stage of proceedings and the right to retain a lawyer before giving any statement.
• Pre-trial detention is possible in cases involving fraud, organised crime elements, or a perceived flight risk.
• Not speaking Turkish does not relieve you of criminal responsibility for decisions you made as a director.

If you are summoned to a police station or prosecutor's office in Turkey, do not attend alone. The first statement you give has a lasting impact on how the investigation unfolds.

For a broader overview of how criminal proceedings work for foreigners in Turkey, our dedicated guide covers the procedural steps from investigation to trial.

Frequently Asked Questions

Q: Can I be prosecuted for what a Turkish employee did in my company's name?

You can, if you had supervisory responsibility and failed to prevent the act, or if there is evidence that you authorised it. The key question Turkish investigators ask is: who had decision-making authority over this matter?

Q: I am a director on paper only. Am I still at risk?

Yes. Nominal directorships offer no protection under Turkish criminal law. If your name is in the company records, you may be included in an investigation — and claiming you were just a figurehead is rarely accepted by prosecutors.

Q: What is HAGB and how does it help?

HAGB (hükmün açıklanmasının geri bırakılması) is a mechanism under the Turkish Code of Criminal Procedure that allows a court to defer the pronouncement of a conviction for a probationary period. If the defendant commits no intentional offence during that period, the conviction is never formally announced. It is available for certain first-time offences involving shorter sentences and requires the defendant to consent.

Q: Can I settle a criminal case out of court in Turkey?

For some offences — including certain forms of breach of trust — Turkish law allows a formal mediation process (uzlaşma) before or during proceedings. If both parties agree, the case can be closed without a criminal conviction. Not all offences are eligible for this process.

Q: What should I do if I receive a summons as a suspect?

Retain a criminal defence lawyer immediately and do not give any statement until your lawyer is present. Everything you say at the initial stage can and will be used throughout the proceedings.

How Mona Hukuk Can Help

Mona Hukuk's criminal defence team in Antalya advises foreign company directors and investors at every stage — from early-stage investigations and exit ban applications to representing clients in criminal proceedings before Turkish courts. We work in English, German, Russian, and Turkish so that nothing is lost in translation.

Contact us at info@monahukuk.com or call +90 (242) 606 14 32 to schedule a consultation in Antalya.