Companies subject to mandatory independent audit are determined
by the Council of Ministers as per the Turkish Code of Commerce
("TCC") Art.397. Following the
promulgation and coming into force of the TCC on 1 July 2012, the
first Decision of the Council of Ministers was issued at the end of
the same year1 , specifying those companies and relevant
criteria and thresholds that would be subject to independent
audits. These criteria and thresholds were amended with subsequent
Decisions of the Council of Ministers each year, the latest of
which was published in the Official Gazette on
The most recent Decision has amended the criteria by again
decreasing the thresholds for requirement of independent audits.
Accordingly, those companies which have exceeded the thresholds of
at least two of the following criteria for two consecutive
accounting periods shall be subject to an independent audit:
Total value of assets: TRY 40,000,000 or above
Net annual sales proceeds: TRY 80,000,000 or above
Number of Employees: 200 employees or above
The Decision has two annexes, the first annex is List I for
those specific companies which are required to undergo independent
audits without any threshold criteria and these generally consist
of certain companies whose shares are publicly traded and subject
to Capital Markets Law, those companies providing various financial
services, licensed warehousing, insurance and private pension
companies, those companies operating in the Borsa Istanbul
(Istanbul stock exchange) system, media service providers etc.
The second annex with the aptly named "List II"
includes certain specific thresholds for particular types of
companies. These have also been amended with the latest Decision
and those particular companies are recommended to check the new
thresholds, as the new Decision shall be put in effect starting
The annual changes in the general thresholds can be briefly
1 Number 2012/4213, dated 19.12.2012 and published in the
Official Gazette dated 23.01.2013. The decision was put in effect
starting from 01.01.2013.
2 Number 2016/8549 dated 16.02.2016 to be in effect
starting from 01.01.2016.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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The New Turkish Commercial Code ("New Code") has been enacted and will enter into force in July 2012. One of the major changes brought by the New Code regards mandatory independent audits of corporations.
The law about payment of dividends has remained substantially unchanged for thirty years.
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