Your Turkish Company's Shares Are Seized and a Trustee Appointed: what a shareholder who is not a suspect can do

The instrument is almost always CMK 128, the seizure power used in economic crime files. What it allows to be seized is broad, and the list expressly includes shareholdings in a company alongside immovable property, vehicles, bank accounts, rights and receivables, negotiable instruments and the contents of a safe deposit box. When your shares are named in it, three things follow immediately.

First, under CMK 128/1 the order had to rest on strong grounds of suspicion, based on concrete evidence, of two separate things: that the offence under investigation was committed, and that the asset seized was derived from that offence. Those requirements are cumulative. A judge satisfied that a fraud took place has still not been given a reason to seize your shareholding unless the second finding was made about the shares themselves.

Second, under CMK 128/9, seizure under this article and the appointment of a trustee can only be ordered by a judge. Neither the prosecutor nor the police can do it under this power.

Third, an order over shareholdings is executed by immediate notification to the company and to the trade registry. That is normally how a shareholder abroad learns of it: through the registry record or a call from the company's accountant, not through service on him personally. The date you learned of it matters later, so write it down.

Two provisions explain how a file with your name nowhere in it ends up controlling your equity.

The first is the catalogue. CMK 128 does not apply to every offence; 128/2 lists the ones it reaches. Those most often behind a share seizure are fraud (TCK 157 and 158), breach of trust (155), fraudulent bankruptcy (161), rigging of tenders (235) and of performance (236), embezzlement (247), bribery (252), forming an organisation to commit crime (220/3), drug manufacture and trafficking (188, at 128/2-a-8), and offences under the Anti-Smuggling Law carrying imprisonment. Whether the offence in this file is on that list is a real question; if it is not, the power did not extend to the order at all.

The second is ownership. CMK 128/1 reaches assets belonging to the suspect or the accused; the sentence that follows adds only that the order can still be made where such an asset is in the possession of another person. Possession is not ownership, and that sentence is regularly over-read against partners, spouses and passive foreign investors. Where the shareholding is genuinely your own property and not the suspect's, that is itself the first argument against the order — alongside the requirement in 128/1 that the asset be derived from the offence.

Behind both sits confiscation. TCK 55/1 requires confiscation of material benefits obtained through an offence and of the economic gains produced by converting or investing them. Where the prosecution's theory is that proceeds went into the company and came out as equity, the shares are treated as the converted form of the benefit, and the seizure is a guarantee for a confiscation that may be ordered years later. Your answer is documentary: where the subscription money came from, on what date it was paid, and whether the purchase predates the conduct alleged. That is the same ground fought over in a fraud prosecution, and it is won with records and dates.

Seizure and confiscation are not the same event. The order freezes; it does not transfer ownership. Ownership changes only if a court orders confiscation at the end, and until then you remain the shareholder of record while management of the seized holding sits with the trustee the judge appointed.

What that means in practice is worth being precise about.

• Do not transact. The rule that voids transactions made to defeat a seizure sits in CMK 128/5 and is written for bank accounts, not for shares. For a shareholding the order is executed by notice to the company management and to the trade registry under CMK 128/6, so the transfer does not get registered, and acting against the order engages TCK 289 through CMK 128/8. The attempt itself becomes a document in the file. A share transfer signed abroad, a capital reduction or a sale to a relative all read the same way from Istanbul.
• The company's lawyer is not your lawyer. Counsel instructed by the company, or by the trustee, acts for the company. Where the theory of the case is that value was moved through the company, that interest and yours diverge at exactly the point where it matters.
• Preserve what only you hold. Your payment records, correspondence about the investment and filings from your own jurisdiction sit outside the company's systems. Once the trustee controls those systems, obtaining copies from them becomes an application rather than a request.

There are four routes, with different clocks, and they are not alternatives — the first two are often run together.

The two-week clock in CMK 268 is the one most often lost, because a registry annotation is easy to learn of late and hard to prove you learned of late. If it has gone, CMK 127/4 stays open indefinitely; a weaker posture, but the same arguments are made.

What you are arguing, in all four, is one of three things: the offence is not in the 128/2 catalogue; the concrete evidence linking your shares to it does not exist; or the order was not made by the judge CMK 128/9 requires. How the seizure was authorised, and what can be attacked in the decision that produced it, is set out on the page on searches and seizure. The wider regime — the catalogue, the valuation report and the separate forty-eight hour account suspension under CMK 128/A — is on frozen accounts and economic crime.