White-Collar Crime & Executive Liability in Turkey

White-collar crime in Turkey represents one of the most consequential — and frequently underestimated — legal risks facing foreign investors, multinational corporation executives, and high-net-worth individuals operating within Turkish jurisdiction. Under the Turkish Penal Code (TPC), criminal responsibility is personal (Article 20/1) and no criminal penalty can be imposed on a company itself (Article 20/2), so when an economic offence is committed through a company, it is the directors, managers and representatives who took part in it who face prosecution. For C-level executives and board members of foreign-invested entities, understanding these exposure points is not optional — it is a strategic imperative.

The anti-money-laundering rules supervised by the Financial Crimes Investigation Board (MASAK) create two quite different exposures that are often confused. Law No. 5549 punishes most breaches of its obligations with administrative fines under Article 13; only breaches of the tipping-off ban in Article 4/2, the duty to provide information and documents in Article 7 and the record-keeping duty in Article 8 are crimes under Article 14, carrying one to three years' imprisonment and a judicial fine of up to 5,000 days. Laundering itself is a separate offence: Article 282/1 of the TCK carries three to seven years' imprisonment and a judicial fine of up to 20,000 days. Whether you are structuring a new market entry, managing an existing Turkish subsidiary, or serving on the board of a joint venture, the intersection of corporate governance and criminal law demands proactive legal architecture — not reactive damage control.

Key Takeaways

• Criminal responsibility is personal: Under Article 20 of the Turkish Penal Code no criminal penalty can be imposed on a company, so prosecutions for fraud, breach of trust or tax evasion committed through a company are brought against the individuals who took part in them.

• Fraud penalties are severe: Simple fraud under Article 157 of the TCK carries one to five years' imprisonment and a judicial fine of up to 5,000 days; aggravated fraud under Article 158 carries three to ten years, and where the fraud runs through banking or information systems (Article 158/1-f) the lower limit rises to four years.

• MASAK obligations depend on the sector: The duties in Law No. 5549 apply to the obliged parties in the sectors listed in Article 2(d), such as banking, insurance, real estate and precious-metal trading, whether Turkish or foreign-owned. Breaches are mainly punished with administrative fines under Article 13, and where the internal-control duties in Article 5/1 are breached, the responsible board member, or failing one the senior manager, is fined, after the same written warnings, one quarter of the fine imposed on the obliged party (Article 13/3).

• A title alone is not the test: Because nobody can be held responsible for another person's act (Article 20/1) and a crime requires intent (Article 21/1), each director's own knowledge and participation has to be established; a board seat by itself does not decide the question.

• Documentation matters: Structured internal controls, a clear allocation of duties and regular audits are the evidence an executive will need to show what he or she did and did not know; for the obliged parties designated under Article 5 of Law No. 5549 such systems are also a legal duty.

  
  

Understanding White-Collar Crime Under Turkish Law

Turkey's approach to white-collar crime is codified primarily in the Turkish Penal Code (Law No. 5237), the Capital Markets Law (Law No. 6362), and the AML framework administered by MASAK under Law No. 5549. Unlike many common law jurisdictions, Turkey does not recognise corporate criminal liability: Article 20/2 of the TCK provides that no criminal penalty can be imposed on a legal person, while preserving the security measures the law provides for. The company is not without exposure. Article 60 TCK provides for the cancellation of a licence granted by a public authority and for confiscation in the cases the law specifies, such as fraud (Article 169) and laundering (Article 282/5), and Article 43/A of the Misdemeanours Law (Law No. 5326) provides for an administrative fine, imposed by the criminal court, on a company for whose benefit an organ, a representative or another person acting within the company's activities commits fraud, bribery, laundering or another offence listed there. Criminal punishment itself is directed at the natural persons who committed the offence or took part in it as instigators or helpers (Articles 37 to 39 TCK).

Types of Economic Offenses Affecting Foreign Investors

The white-collar offences most relevant to foreign-invested companies in Turkey include fraud (dolandırıcılık, TCK 157 and 158), breach of trust (güveni kötüye kullanma, TCK 155), money laundering (suçtan kaynaklanan malvarlığı değerlerini aklama, TCK 282), bribery (rüşvet, TCK 252), tax evasion (vergi kaçakçılığı, Article 359 of the Tax Procedure Law No. 213), and insider trading and market manipulation (Articles 106 and 107 of the Capital Markets Law). Embezzlement (zimmet) under Article 247 TCK can only be committed by a public official; in a private company the comparable offence is breach of trust, and for bank directors and staff Article 160 of the Banking Law (Law No. 5411) creates a separate embezzlement offence. Each offence carries its own elements and sentencing range under the statute that defines it.

Fraud under Article 157 TPC requires proof that the perpetrator deceived someone through fraudulent conduct and thereby obtained a benefit for himself or another, to the detriment of the victim or another person. The aggravated form under Article 158 covers, among other cases, fraud committed by using information systems, banks or credit institutions as a tool (158/1-f), fraud to the detriment of public institutions (158/1-e) and fraud committed by merchants or company executives in the course of their commercial activities (158/1-h), and carries three to ten years' imprisonment. Our guide to cyber-fraud and banking crimes under TCK 158/1-f covers the banking and information-system form in detail. Fraud can only be committed intentionally: a crime requires intent (Article 21/1), and negligent conduct is punishable only where the law expressly says so (Article 22/1), so intent has to be established for each defendant.

The Principle of Personal Criminal Liability (Article 20 TPC)

Article 20 of the Turkish Penal Code establishes a foundational principle: criminal liability is personal, and nobody can be held responsible for the act of another (Article 20/1). In the corporate context, this means that when an economic crime is committed through a company, prosecutors must identify the specific natural persons who carried out the act, alone, jointly or through another person (Article 37), or who instigated or helped it (Articles 38 and 39), and must establish their intent (Article 21/1).

This principle has profound implications for foreign investors. A nominee director, a passive board member, or an executive whose signature appears on critical documents may find themselves under investigation — even if operational decisions were made by local management. Whether that exposure becomes liability depends on the evidence of what each person knew and did: a person who did not know the material elements of the offence when acting does not act intentionally (Article 30/1), and knowledge is proved or disproved with the documents in the file, such as board minutes, emails, signatures and payment approvals.

Executive Liability and Board Member Responsibility

When Does Personal Liability Attach?

Personal liability attaches under the general rules of the TCK. An executive is criminally liable only for his or her own conduct (Article 20/1), and only if the elements of an intentional offence are met (Article 21/1). Liability can arise as a perpetrator or joint perpetrator (Article 37), as an instigator (Article 38) or as a helper, for example by encouraging the offence, showing how it is to be committed or providing the means (Article 39). The executive's formal authority, actual involvement and the allocation of duties in the company's internal documents are therefore evidence of what he or she knew and did, not a separate test.

The Turkish Commercial Code (Law No. 6102) allows the board, where the articles of association so provide, to delegate management in whole or in part to one or more board members or to a third person under an internal directive (Article 367/1); without a delegation, management belongs to all board members (Article 367/2). A proper delegation limits civil liability: those who lawfully delegate a task are not liable for the delegate's acts unless it is proved that they did not take reasonable care in choosing the delegate (Article 553/2). It does not settle criminal liability, which still turns on each person's own knowledge and participation under Articles 20 and 37 to 39 TCK.

Liability for Foreign Parent Company Directors

A critical question for multinational corporations is whether directors of a foreign parent company can be held criminally liable in Turkey for offenses committed by a Turkish subsidiary. The Turkish Penal Code has no special rule on officers of a foreign parent company; the general rules on territorial scope apply. Under Article 8/1, Turkish law applies to offences committed in Turkey, and an offence counts as committed in Turkey if the act is carried out wholly or partly in Turkey or its result occurs in Turkey. A foreign director who took part in an offence committed through the Turkish subsidiary, for example by directing the concealment of taxable revenue, may therefore face Turkish proceedings even if he or she acted from abroad. Article 12 separately sets the conditions for prosecuting a foreigner for an offence committed abroad, including that the offence carries a minimum of at least one year's imprisonment under Turkish law and that the person is in Turkey. The same analysis applied to board members specifically is set out in our guide to personal criminal liability of company directors in Türkiye, and the document offences that so often travel with these files in our guide to forgery and document fraud under TCK 204.

Common questions about criminal defence in Turkey

When Does Personal Liability Attach?

When the executive personally committed the offence, or took part in it as a joint perpetrator, instigator or helper, with the intent the offence requires (Articles 20, 21 and 37 to 39 TCK). A board seat or signing authority is evidence to be weighed, not liability in itself.

Can a foreign company director be prosecuted for white-collar crime in Turkey?

Yes, in some cases. An offence counts as committed in Turkey if the act is carried out wholly or partly in Turkey or its result occurs there (Article 8/1 TCK), so a foreign director who took part in an offence committed through a Turkish company can be prosecuted under Turkish law. For offences committed entirely abroad, Article 12 sets additional conditions, including a minimum penalty of at least one year's imprisonment and the person's presence in Turkey. As with any defendant, the director's own participation and intent have to be established (Articles 20/1, 21/1 and 37 to 39 TCK).

What is the statute of limitations for white-collar crimes in Turkey?

Article 66 of the TCK sets the period by reference to the upper limit of the statutory penalty. Simple fraud under Article 157 carries up to five years, so the period is 8 years (Article 66/1-e). Aggravated fraud under Article 158 carries up to ten years, so the period is 15 years (Article 66/1-d). Laundering under Article 282/1 carries up to seven years, which also falls in the 15-year bracket. The period runs from the day the offence was completed, or in continuing offences from the day the continuity ended (Article 66/6), and it is interrupted by the steps listed in Article 67/2, such as taking the suspect's statement before the prosecutor or filing an indictment. After an interruption the period starts again, but it can be extended by no more than half of the period set by law (Article 67/4).

Does Turkey have a corporate leniency or plea bargaining system?

Turkish law has no general plea bargaining. The summary procedure (seri muhakeme) in Article 250 of the Code of Criminal Procedure, under which the sentence is reduced by half if the suspect accepts it in the presence of defence counsel, applies only to the offences listed in that Article, and fraud, laundering and tax evasion are not among them. Reductions come instead from the effective-remorse (etkin pişmanlık) rules, which differ offence by offence. For fraud and breach of trust, Article 168 TCK reduces the sentence by up to two-thirds if the loss is fully made good before prosecution begins, and by up to half if it is made good after prosecution begins but before judgment. For laundering, no penalty is imposed on a person who, before prosecution begins, enables the assets to be seized (Article 282/6). For tax evasion, paying the assessed tax with interest and half of the tax penalties reduces the sentence by half during the investigation and by one-third during the prosecution before judgment (Article 359 of the Tax Procedure Law).

What are the MASAK reporting obligations for foreign-invested companies?

The duties apply only if the company is an obliged party, that is, if it operates in one of the sectors listed in Article 2(d) of Law No. 5549, such as banking, insurance, capital markets, real estate or precious-metal trading. For obliged parties there is no monetary threshold for a Suspicious Transaction Report: Article 4/1 requires a report to MASAK whenever there is any information, suspicion or ground for suspicion that the property involved comes from an unlawful source or is being used for unlawful purposes, and Article 4/2 forbids telling anyone, including the parties to the transaction, that a report has been filed, other than the inspectors and, during a trial, the courts. The commonly quoted TRY 15,000 is a different figure: it is the threshold at which identification is required for electronic transfers under Article 5 of the implementing regulation. Records must be kept for eight years (Article 8). On the penalty side, Article 13 sets administrative fines of TRY 30,000 for breaches of Articles 3 and 6 and TRY 50,000 for breaches of the reporting duty in Article 4/1, doubled, and not less than five per cent of the transaction amount, for banks and the other financial institutions listed there; and TRY 500,000 for the internal-control obligations in Article 5/1 if they are not remedied within a written deadline of at least thirty days. The total per obligation for the year of the breach is capped at TRY 4 million for ordinary obliged parties and TRY 40 million for those financial institutions. These are the figures written in the Law; Article 28 increases the fixed amounts in Article 13 every year by the revaluation rate under the Tax Procedure Law.

How can executives protect themselves from personal criminal liability?

Executives should ensure clear documentation of board delegation, maintain written evidence of compliance oversight, engage Turkish legal counsel proactively, and implement robust internal control systems. A defence of not knowing needs evidence behind it: a person who did not know the material elements of the offence does not act intentionally (Article 30/1 TCK), but what an executive knew is decided on the documents and witnesses in the file.

What role does Istanbul Attorneys play in white-collar defense cases?

Istanbul Attorneys advises foreign investors and executives facing criminal exposure in Turkey. The work covers compliance review before an investigation opens, defence representation during the investigation and the trial, and the civil proceedings that often run alongside a criminal file.

This guide is general information on Turkish law, not legal advice on your own matter. Rules and practice change; check the position before you act.