Embezzlement and Breach of Trust Crimes, Criminal Liability Under TCK 155 for Corporate Executives
- Onur ÇALIŞICI
- 1 day ago
- 8 min read
Updated: 49 minutes ago
Breach of trust in Turkey, codified under Article 155 of the Turkish Penal Code (TCK), represents one of the most under-appreciated yet professionally devastating criminal exposures confronting corporate executives, board members, and high-net-worth principals operating within Turkish jurisdiction. From a managing director's diversion of company funds into a personal account to a trustee's unauthorized disposal of assets entrusted to their custody, the criminal architecture established by TCK 155 transforms what many treat as commercial disputes or civil claims into prosecutorial files capable of producing imprisonment of six months to two years — and, where qualified circumstances apply, terms of one to seven years.
For multinational corporations operating Turkish subsidiaries, foreign investors holding shares in Turkish joint ventures, and high-net-worth individuals entrusting Turkish counsel, custodians, or family-office personnel with assets, the practical implications are substantial. Unlike embezzlement of public funds (TCK 247), which targets civil servants, TCK 155 reaches directly into the private commercial and fiduciary sphere — capturing the agent, the consignee, the trustee, the corporate executive, and any natural person who, having lawfully received an asset for a defined purpose, repurposes it in violation of that mandate. The threshold for criminal exposure is markedly lower than many international clients anticipate, and the absence of a sophisticated criminal defense strategy in Istanbul at the early prosecutorial phase frequently determines whether a matter resolves through restitution or escalates into a courtroom verdict that undermines years of business reputation.
Key Takeaways
TCK 155 criminalizes the appropriation of property entrusted to one's custody for a specific purpose; the simple version carries six months to two years' imprisonment, while the qualified version (involving professional service relationships, trade, or fiduciary trust) carries one to seven years and a judicial fine.
The basic offense is prosecuted upon complaint (şikayete bağlı) with a six-month complaint period running from the moment the victim learns of the perpetrator and the act — a procedural deadline that frequently determines whether prosecution proceeds at all.
Foreign investors, joint-venture partners, and corporate principals can be both perpetrators (where they exceed authority over entrusted assets) and victims (where Turkish counterparties divert funds, securities, or movable property they were obligated to hold for a defined purpose).
Civil and criminal proceedings frequently run in parallel: a TCK 155 prosecution does not displace the right to pursue compensation under the Turkish Code of Obligations or to seek interim attachment via the Enforcement and Bankruptcy Law (İİK).
Restitution before judgment, voluntary surrender of the entrusted property, and effective remorse (etkin pişmanlık) under TCK 168 can materially reduce sentencing exposure, but only if structured correctly and timed within statutory windows.
Legal Architecture of TCK 155 — What the Statute Actually Criminalizes
The Core Elements of Breach of Trust
TCK 155 has three constituent elements that the prosecution must establish beyond reasonable doubt. First, there must be lawful custody — the perpetrator must have come into possession of the property through a legitimate legal relationship such as agency, deposit, mandate, leasing, consignment, or any contractual arrangement transferring possession for a defined purpose. Second, there must be appropriation — the property must be retained, transferred to a third party, sold, consumed, or converted in a manner inconsistent with the agreed purpose. Third, the perpetrator must intend to retain the benefit of the property or deny it to its rightful owner. Negligent mismanagement of entrusted assets, however damaging, does not reach the criminal threshold; the offense requires specific intent (kasıt).
Distinction From Adjacent Crimes
Turkish criminal practice consistently confuses TCK 155 with embezzlement of public funds (TCK 247), aggravated fraud (TCK 158), and document forgery (TCK 204). The decisive distinction is the underlying legal relationship. Embezzlement under TCK 247 applies only to public officials; aggravated fraud under TCK 158 requires deception used to induce the transfer of property in the first place; forgery requires the fabrication or alteration of a document. TCK 155 captures the situation where the relationship of trust is genuine and the document is authentic — but the holder of the property breaches the purpose for which it was received. As we examined in our guide to forgery and document fraud under TCK 204-212, prosecutors frequently file overlapping charges and courts must allocate liability between adjacent provisions.
Qualified Breach of Trust — The Aggravating Circumstances
The qualified form of TCK 155(2) elevates the sentencing band from six months to two years up to one to seven years of imprisonment plus a judicial fine where the property was entrusted in connection with a profession or service requiring confidentiality, a trade relationship, a service contract, a position of authority within an organization, or a trust relationship arising from custody, deposit, or guardianship. The statute is structured deliberately to capture the contemporary reality of Turkish commerce, where assets routinely move through layered fiduciary relationships.
For corporate executives, board members, and C-level officers of Turkish subsidiaries, the qualified form is the operative provision. A managing director's diversion of company funds, a CFO's manipulation of treasury balances, or a general manager's unauthorized disposal of corporate inventory will, in nearly every case, trigger TCK 155(2) rather than the basic form — meaning a sentencing exposure of one to seven years from the outset. The same provision captures lawyers handling client trust accounts, accountants holding client tax payments, and brokers entrusted with funds destined for a specific purchase.
Investigation, Prosecution, and Defense Strategy
The Soruşturma (Investigation) Phase
Turkish criminal procedure under the Criminal Procedure Code (CMK) allocates the investigation phase to the Public Prosecutor (Cumhuriyet Savcısı). For TCK 155 matters, this phase typically begins with a criminal complaint filed by the victim under Article 158 CMK, followed by witness statements, forensic accounting reviews, and a formal interrogation of the suspect. The complaint period is six months from the date the victim becomes aware of the perpetrator and the act — a critical procedural threshold that defense counsel routinely tests through written objections.
The Trial Phase and the Asliye Ceza Mahkemesi
Once an indictment (iddianame) is accepted, the matter is heard by the Asliye Ceza Mahkemesi (Criminal Court of First Instance). For non-resident defendants, attendance at the first hearing is generally compulsory unless representation is waived by the court. Strategic considerations include whether to contest the jurisdictional basis of the prosecution, whether to seek consolidation with parallel civil litigation, and whether to deploy expert testimony from forensic accountants to challenge the prosecutor's reconstruction of the asset trail.
Effective Remorse and Restitution Pathways
TCK 168 provides for sentence reduction or termination of prosecution where the perpetrator returns the property or compensates the victim before the trial is concluded. The reduction is substantial — between two-thirds and the full sentence — but it is conditional on the timing and completeness of restitution. For multinational defendants, the optimal sequence frequently involves restitution before indictment, accompanied by a written settlement that the prosecutor can incorporate into the file. This pathway often interlocks with parallel exposure under fraud and financial crime provisions (TCK 157-159), where similar restitution mechanics apply.
Step-by-Step Process — From Complaint to Resolution
The victim files a criminal complaint with the Public Prosecutor's Office or local police within six months of becoming aware of the perpetrator and the breach.
The Prosecutor opens a formal investigation file (soruşturma dosyası) and gathers evidence, including bank records, contractual documentation, and witness statements.
The suspect receives a summons for interrogation; representation by senior criminal defense counsel is essential at this stage.
The Prosecutor either issues an indictment (iddianame), a non-prosecution decision (kovuşturmaya yer olmadığına dair karar — KYOK), or refers the file to alternative resolution mechanisms.
Upon indictment acceptance, the Asliye Ceza Mahkemesi conducts the trial.
Where conviction follows, sentencing options include imprisonment, judicial fines, deferred announcement of the verdict (HAGB), or postponement of the sentence (cezanın ertelenmesi).
Appeals proceed first to the Bölge Adliye Mahkemesi (Regional Court of Appeal — istinaf) and, where the threshold is met, to the Yargıtay (Court of Cassation).
Sentencing, Thresholds, and Timelines in 2026
TCK 155(1) basic form: 6 months to 2 years' imprisonment, plus a judicial fine.
TCK 155(2) qualified form: 1 to 7 years' imprisonment, plus up to 3,000 days of judicial fine.
A "day" of judicial fine ranges from TRY 100 to TRY 500 in 2026, calibrated to the convicted person's economic circumstances — meaning aggregate fines for executives in qualified cases can exceed TRY 1.5 million.
Investigation phase typically takes 6 to 18 months; trial phase 12 to 36 months; istinaf appeal 6 to 12 months; Yargıtay review 12 to 24 months. End-to-end exposure for contested matters often spans three to five years.
Legal cost architecture varies materially with case complexity, asset value, and the involvement of forensic accounting experts. Senior criminal defense counsel for HNWI/MNC matters typically structure engagements through phased retainers with success-linked components.
Frequently Asked Questions
Is breach of trust under TCK 155 a complaint-based offense?
The basic form of TCK 155 is prosecuted upon complaint, with a six-month complaint window from the date the victim becomes aware of the perpetrator and the act. The qualified form under TCK 155(2) is prosecuted ex officio by the Public Prosecutor and does not require a complaint. This distinction frequently determines the timing and strategy of victim-side filings, particularly for multinational claimants who must coordinate Turkish proceedings with parallel actions abroad.
Can a foreign national be prosecuted in Turkey under TCK 155?
Yes. Turkish criminal jurisdiction extends to any breach of trust offense committed in whole or in part within Turkish territory, regardless of the perpetrator's nationality. Where the offense occurs abroad but produces effects in Turkey, additional jurisdictional principles under TCK 8 may apply, and where the perpetrator is a foreign national who has fled, mutual legal assistance instruments and Interpol mechanisms become relevant.
How does TCK 155 differ from civil breach of contract?
A civil breach of contract becomes criminal only when the perpetrator intentionally appropriates property entrusted for a specific purpose. Mere non-performance, late performance, or commercially defensible deviation does not reach the criminal threshold. Defense strategy frequently turns on demonstrating the absence of specific intent and characterizing the dispute as commercial rather than criminal.
Will restitution stop a TCK 155 prosecution?
Restitution before judgment can result in sentence reduction of two-thirds to the full sentence under TCK 168. Where restitution occurs before indictment and the offense is in its basic form (complaint-based), withdrawal of the complaint by the victim can terminate the prosecution entirely. The mechanics overlap with the framework discussed in our guide to fraud litigation in Turkey, although TCK 155 offers more generous restitution windows in qualified cases.
Can a Turkish company directly file a TCK 155 complaint against a former executive?
Yes. Legal entities possess full standing to file criminal complaints under Turkish procedure. The complaint must be authorized by a competent corporate organ (typically the board of directors), supported by evidence of the breach, and filed within the six-month complaint window for the basic form. Coordinated filings with parallel civil claims under the Code of Obligations are the prevailing market practice for shareholder-led disputes.
Does conviction under TCK 155 disqualify an executive from holding office?
The Turkish Commercial Code restricts certain corporate roles for individuals convicted of crimes against property. A TCK 155 conviction will, in most circumstances, disqualify the convicted person from serving as a member of the board of directors of a Turkish joint-stock company, with material implications for cross-border governance structures and group-wide compliance certifications.
Contact Istanbul Attorneys for Breach of Trust Legal Advice
Istanbul Attorneys operates as a full-spectrum legal ecosystem for foreign investors and multinational corporations across Turkey. Through our Lexin Legal strategic alliance, we deliver international-standard legal counsel within the Turkish jurisdiction, drawing on a 20-lawyer task force that scales to the complexity of the matter.
Our English-speaking senior attorneys have guided clients from 40+ countries through high-stakes transactions and crisis scenarios. Reach out to our team for case-specific guidance on white-collar defense, executive liability, and breach-of-trust prosecutions.
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This article is for informational purposes only and does not constitute legal advice.
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