Trustee Appointed to a Company in an Investigation: What Is Article 133 CCP, and What Can Shareholders and Employees Do?

Last updated: 01.11.2026 · Author: Attorney Coşkun Genç, Istanbul cybercrime lawyer

The appointment of a trustee to manage the company during an investigation is a severe protective measure that affects shareholders, managers and employees at the same time. This article explains the conditions of Article 133 CCP, the role of the Savings Deposit Insurance Fund (TMSF), and the avenues of objection and lifting, on the basis of the statutory text and judicial decisions.

What is the appointment of a trustee to a company under Article 133 CCP?

The appointment of a trustee to a company means that the power to manage the company is left, partially or entirely, to a trustee by a judge's decision. Under Article 133(1) CCP, the appointment order must clearly show which of two models has been chosen: either the validity of the decisions and transactions of the management body is made subject to the trustee's approval, or the powers of the management body, together with the powers to administer partnership shares or securities where necessary, are vested entirely in the trustee.

The wording concerning the administration of shares and securities, and the fifth paragraph governing compensation, were added by Article 32 of Law No. 6723 dated 1.7.2016.

A trustee differs from the seizure of assets (Article 128 CCP): seizure targets individual items of property, whereas with a trustee the functioning of the company as a whole is placed under supervision. Under Article 128(10) CCP, a trustee may also be appointed to manage seized immovable property, rights and receivables, and Article 133 applies by analogy. The conditions of seizure are explained in the article on seizure in fund investigations.

For which offences may a trustee be appointed to a company?

Under Article 133(4) CCP, the Article may be applied only in relation to the offences listed. The list is exhaustive: fraud, breach of trust and tax evasion are not on it. The table shows the list in the Code and the two special laws that refer to the Article.

Article 4 of Law No. 6415 punishes a person who provides or collects funds for a terrorist or a terrorist organisation, to be used in terrorist acts, with imprisonment from five to ten years; the eighth paragraph, added by Law No. 6704, states that Article 133 CCP may be applied to this offence (Law No. 6415, Article 4). Article 115/A of the Capital Markets Law was added by Law No. 7518 dated 26.6.2024; Article 110/A, to which it refers, punishes managers and members of staff of a crypto-asset service provider who embezzle money or crypto assets entrusted to them with imprisonment from eight to fourteen years.

What conditions are required for a trustee, and is an expert report mandatory?

Under Article 133(1) CCP, the following conditions must be met cumulatively for a trustee to be appointed:

• Strong suspicion: There must be strong grounds for suspicion that the offence is being committed within the framework of the company's activities. The suspicion must be linked to the functioning of the company.
• Necessity: The measure must be necessary for the uncovering of the material truth.
• Catalogue offence: The investigation or prosecution must cover an offence listed in Article 133(4) or one to which special laws refer.
• Ongoing proceedings: The measure is provided for the investigation and prosecution process; when the process ends, its basis also ceases to exist.
• Clear definition of powers: The order must clearly state whether the approval model or a full transfer of powers has been chosen, and whether the administration of shares has been given to the trustee.

Article 133 CCP contains no provision requiring an expert or institutional report to be obtained for a trustee. The report requirement is provided for seizure under Article 128(1) CCP: as appropriate, a report on the value obtained from the offence is obtained from the Banking Regulation and Supervision Agency (BDDK), the Capital Markets Board (SPK), the Financial Crimes Investigation Board (MASAK), the Undersecretariat of Treasury and the Public Oversight, Accounting and Auditing Standards Authority; the report is prepared within three months at the latest, and may be extended by two months if necessary. For a trustee, however, since the suspicion must be shown by concrete facts, financial examination reports are important in an objection.

The Constitutional Court has likewise stated that the reasons justifying the measure must be shown on the basis of concrete facts, and has drawn attention to the severity of the measure:

"It must be underlined that the appointment of a trustee, in particular where it entirely terminates the power of management over companies, constitutes an extremely severe interference. The application of a measure of such severity can be regarded as justified only in very exceptional circumstances."

Constitutional Court (Plenary), Ö.K. Application, App. No. 2018/27526, decision date 14.09.2023, § 95

In the specific application, the Court did not find arbitrary the assessment that the share transfer was sham (simulated), and held by majority that there had been no violation.

Who decides on a trustee, and can the prosecutor decide alone?

The decision is made by the judge during the investigation phase and by the court during the prosecution phase. The public prosecutor may only make a request: under Article 162 CCP, the prosecutor submits a request for an investigative act requiring a judicial decision to the criminal judge of peace. Article 133 CCP contains no provision, such as that in the seizure of objects (Article 127(1)), granting the prosecutor the power to decide in cases where delay would be prejudicial.

The Court of Cassation has held that lifting is subject to the same safeguard. Stating that a public prosecutor's office which issued a decision of non-prosecution (KYOK) cannot terminate the trusteeship, and that the decision to lift must be given by the criminal judgeship of peace that appointed the trustee, it reversed the decision of the objection authority in the interest of the law (kanun yararına bozma):

"These measures, being of a temporary/incidental nature, end automatically when the reason requiring them ceases to exist, if this is expressly provided for in the statutory regulation. Otherwise, they must be lifted by a decision of the authority that imposed the measure, even if that decision is of a notifying nature."

Court of Cassation, 16th Criminal Chamber, E. 2018/5333, K. 2018/5602, 31.12.2018

In which cases is the TMSF appointed as trustee?

There are two legal bases for the TMSF's trusteeship. Article 19 of Law No. 6758 concerns companies to which a trustee has been appointed under Article 133 CCP on account of membership of, affiliation with, or connection or contact with terrorist organisations; as a rule, these companies are managed until the end of the investigation and prosecution by managers appointed by the TMSF (Article 19(3)).

The current regulation that is not limited to a terrorist connection is provisional Article 2, added to Law No. 7145 by Article 7 of Law No. 7539 (Official Gazette 04.02.2025). Accordingly, where there is strong suspicion that the offences in Articles 282, 314 and 315 TPC or in Article 4 of Law No. 6415 have been committed, and a decision is made to appoint a trustee to a company under Article 133 CCP or to assets under Article 128(10), the TMSF may be appointed as trustee for a period of five years from the date on which the provision entered into force. In this case:

• the rights and powers granted to the TMSF under Banking Law No. 5411 apply by analogy;
• the powers of the general assembly are exercised by the TMSF without being subject to the provisions of the Turkish Commercial Code (TTK);
• the TMSF may decide on the sale of the company or of its assets, or on its dissolution and liquidation; the consent of minority shareholders is not required;
• seizure and interim measure orders issued under Article 128 CCP are lifted automatically upon the transfer of powers to the TMSF;
• actions against the TMSF's acts as trustee are heard by the administrative courts of the place where the TMSF's headquarters is located (provisional Article 2(3)).

What happens to the rights of shareholders and managers?

With the appointment of the trustee, the managers' powers are, depending on the model in the order, either made subject to the trustee's approval or transferred entirely to the trustee. Ownership of the shares remains with the shareholder; the Constitutional Court has also stated that, at the current stage, the measure does not deprive the shareholder of his or her property (Ö.K., § 68). If the order has also given the administration of the shares to the trustee, the management-related rights attached to the shares are exercised by the trustee.

Interested parties may apply to the competent court against the trustee's acts in accordance with the provisions of the Turkish Civil Code (TCC) and the Turkish Commercial Code (TTK) (Article 133(3) CCP); the text still refers to the former Turkish Commercial Code No. 6762, which has been repealed. The Court of Cassation has also filled the gap concerning the termination of the trusteeship with the trusteeship provisions of the TCC (Articles 403, 477).

Choosing the correct party in the action is important. The court of first instance dismissed on procedural grounds an action brought against the trustees personally for a declaration that a decision of the board of directors composed of trustees was null and void, on the ground that in an action based on Article 391 TTK the defendant must be the company; the 11th Civil Chamber of the Court of Cassation upheld the decision (E. 2016/11077, K. 2018/2854, 18.04.2018).

Against sale decisions issued by the TMSF in its capacity as trustee, by contrast, the administrative judicial route is followed. The 13th Chamber of the Council of State changed its case law following the decision of the Court of Jurisdictional Disputes to that effect:

"... since it has been decided that the decisions issued by the Fund concerning the sale of the assets of companies of which it is the trustee are administrative in nature and that the administrative judiciary has jurisdiction to resolve these disputes, our Chamber, too, has changed its case law by taking the said decision into account, and it has been decided that the administrative judiciary has jurisdiction to resolve the dispute under examination ..."

Council of State, 13th Chamber, E. 2024/3371, K. 2025/115, 10.01.2025

The Constitutional Court, stating that the TMSF could not be expected to lodge an individual application on behalf of a company whose management had passed to the TMSF, accepted the standing of the company's shareholder and representative to apply (Ö.K., § 54).

How are registration in the trade registry and announcement carried out?

Under Article 133(1) CCP, the decision on the appointment of the trustee is announced in the trade registry gazette and by other appropriate means. Article 29(2) of the Trade Registry Regulation makes it mandatory to have registered the changes and restrictions ordered by a court concerning the management and representation of the business; under Article 29(3), when the fact on which the registration is based ceases to exist, the entry in the registry is deleted.

Documents the shareholder and manager should gather

• ✓The trustee appointment order and, if any, the prosecutor's request letter (with the miscellaneous matter number – değişik iş)
• ✓The issue of the Turkish Trade Registry Gazette in which the decision was published, and the current registry record
• ✓Decisions of the board of directors or board of managers prior to the trustee, the share ledger and the minutes of general assemblies
• ✓Recent financial statements, bank account statements and tax returns
• ✓Contracts and invoices showing that the company's activity is independent of the criminal allegation
• ✓If there was a share transfer, the transfer agreement, endorsement and share ledger entries
• ✓Staff list, payrolls and Social Security Institution (SGK) declarations

What happens to the employment contracts and wages of employees in a company to which a trustee has been appointed?

The trustee takes the place of the company's management body; the status of employer remains with the company's legal personality. Article 133 CCP contains no provision stating that employment contracts will end; the contracts continue and the wage debt belongs to the company. The trustee's fee is also covered from the company's budget (Article 133(2)).

If there is a termination, the safeguards of the Labour Law apply: the notice must be in writing and the reason must be clearly stated (Article 19). The employee must apply to a mediator for reinstatement within one month of notification and, if no agreement is reached, may file an action within two weeks of the final minutes; the burden of proving a valid reason lies with the employer (Article 20).

The Court of Cassation, however, in a company to which a trustee had been appointed on suspicion of connection with a terrorist organisation, regarded the dismissal of the personnel affairs manager from the previous management period as based on a valid reason:

"It is clear that it is not possible to expect the new management formed after the appointment of the trustee to continue to employ persons who held positions during the previous management, and that it must be accepted that the continuation of the employment contract has become intolerable."

Court of Cassation, 9th Civil Chamber, E. 2019/4732, K. 2019/22615, 18.12.2019

The reasoning of the decision is based on the employee's managerial position; it does not contain a general finding that the appointment of a trustee is a valid reason for termination for all employees.

How is an objection made to a trustee order, and how is the order lifted?

A trustee order issued during the investigation is a judge's decision and is subject to objection under Article 267 CCP:

1. Obtain the order: Obtain the appointment order, the request letter and the registry announcement; determine which powers have been transferred.
2. Calculate the time limit: The objection is made within two weeks from the day on which the order was learned of, to the authority that issued the order, by petition or by a statement to the court clerk (Article 268(1) CCP). This period was extended from seven days to two weeks by Law No. 7499 dated 2.3.2024.
3. Make the objection concrete: Challenge the catalogue offence, the linking of the suspicion to the company's activity, the necessity, and the sufficiency of the approval model instead of a full transfer.
4. Follow up with the authority: If the objection is not found justified, it is sent to the objection authority within three days at the latest; where there is more than one criminal judgeship of peace, the authority is the judgeship that follows in numerical order (Article 268(2)-(3)).
5. Request lifting: When the conditions cease to exist, for example when a decision of non-prosecution is issued, request a decision to lift from the judge or court that appointed the trustee.
6. Have the registry corrected: Follow up the entry of the lifting decision in the registry.
7. Monitor the financial consequences: In the event of non-prosecution or acquittal, the trustee fee paid by the company is covered by the Treasury together with statutory interest (Article 133(2)); an action for compensation on account of the trustee's acts relating to the duty is brought against the State (Article 133(5)).

How does a trustee come into play in illegal betting and fund investigations?

The offences in Article 5 of Law No. 7258 (organising betting without authorisation, providing access to foreign betting, acting as an intermediary in the transfer of money, incitement) are not included in the Article 133(4) CCP list; the paragraph added to that Article refers, for these offences, to seizure, the surveillance of communications, undercover investigators and monitoring by technical means, not to a trustee. The penalties for these offences are set out in the article on the illegal betting penalty. In a betting file, a trustee comes into play if the offences in Article 228 or Article 282 TPC are also under investigation.

Article 228 TPC punishes a person who provides a place and opportunity for gambling with imprisonment from one to three years and a judicial fine; if the offence is committed using information systems, the penalty is imprisonment from three to five years and a judicial fine of one thousand to ten thousand days. Article 282 TPC, in turn, punishes taking abroad assets derived from an offence whose minimum penalty is imprisonment of six months or more, or subjecting such assets to transactions for the purpose of concealing their source, with imprisonment from three to seven years; the details are in the guide on the money laundering offence. Suspicion of laundering is also the basis on which the TMSF may be appointed as trustee under provisional Article 2 of Law No. 7145.

Aggravated fraud (Article 158 TPC), which may come up in fund and investment investigations, is not in the Article 133 CCP list but in the Article 128(2) CCP list concerning seizure. For a trustee to be appointed to a company in these files, a catalogue offence such as laundering must also be the subject of the investigation or, in the case of crypto-asset service providers, the embezzlement offence in Article 110/A of the Capital Markets Law must be present. For the course to be followed by investors, see the article what investors should do in a fund investigation.

Exceptions and common mistakes

• Failing to review an order issued for a non-catalogue offence: Suspicion of fraud alone does not provide a basis for Article 133 CCP.
• Assuming the trusteeship has ended because of a letter from the prosecutor's office: The decision to lift must be obtained from the judge or court that appointed the trustee.
• Thinking the time limit is seven days or waiting for notification: The objection period is two weeks from the day on which the order was learned of.
• Suing the trustees personally: For the nullity of a board of directors' decision, the action is directed against the company.
• Suing before the commercial court against a TMSF sale decision: The administrative court has jurisdiction over the TMSF's acts as trustee.

Objecting to a Trustee Order with an Istanbul Criminal Lawyer

In trustee files, the outcome is often determined by three points: whether the offence charged is in the Article 133(4) CCP list, whether the suspicion is linked to the company's activity by concrete facts, and whether the two-week objection period is calculated correctly. Av. Coşkun Genç Law Office provides legal support to company shareholders and managers in investigations conducted in Istanbul, at the stages of objecting to trustee orders, requesting lifting, following up trade registry records and applying against the TMSF's acts. In our work as an Istanbul criminal lawyer, the scope of the order, the company's financial records and the subject of the investigation are assessed together.

Istanbul economic crimes lawyer support may be requested by shareholders and managers wishing to obtain it, through a preliminary assessment on the basis of the trustee appointment order, the trade registry announcement, the share ledger and the recent financial statements. The Office's contact details are available on our contact page. For our practice areas, see the cybercrimes page.

Sources

1. Code of Criminal Procedure (CCP, Law No. 5271), Articles 127, 128, 133, 142, 162, 267, 268 – mevzuat.gov.tr
2. Law No. 7145 on Amendments to Certain Laws and Decree-Laws, provisional Article 2 (added by Article 7 of Law No. 7539, Official Gazette 04.02.2025) – mevzuat.gov.tr
3. Law No. 6758, Articles 19, 20 – mevzuat.gov.tr
4. Turkish Penal Code (TPC, Law No. 5237), Articles 228, 282 – mevzuat.gov.tr
5. Law No. 6415 on the Prevention of the Financing of Terrorism, Article 4 – mevzuat.gov.tr
6. Capital Markets Law (Law No. 6362), Articles 110/A, 115/A – mevzuat.gov.tr
7. Law No. 7258 on Betting and Games of Chance in Football and Other Sports, Article 5 – mevzuat.gov.tr
8. Turkish Civil Code (TCC, Law No. 4721), Articles 403, 477 – mevzuat.gov.tr
9. Labour Law (Law No. 4857), Articles 19, 20 – mevzuat.gov.tr
10. Trade Registry Regulation, Article 29 – mevzuat.gov.tr
11. Constitutional Court (Plenary), Ö.K. Application, App. No. 2018/27526, decision date 14.09.2023 (Official Gazette 09.11.2023, No. 32364) – anayasa.gov.tr
12. Court of Cassation, 16th Criminal Chamber, E. 2018/5333, K. 2018/5602, 31.12.2018 – mevzuat.adalet.gov.tr
13. Court of Cassation, 11th Civil Chamber, E. 2016/11077, K. 2018/2854, 18.04.2018 – mevzuat.adalet.gov.tr
14. Court of Cassation, 9th Civil Chamber, E. 2019/4732, K. 2019/22615, 18.12.2019 – mevzuat.adalet.gov.tr
15. Council of State, 13th Chamber, E. 2024/3371, K. 2025/115, 10.01.2025 – mevzuat.adalet.gov.tr