Independent Audit

Independent audit is the audit of a company’s financial statements and the board’s annual activity report by independent auditors authorised by the Public Oversight, Accounting and Auditing Standards Authority (KGK). Which companies are subject to audit is determined by Presidential Decision issued under Art. 397 of the Turkish Commercial Code.

2026 Thresholds

The thresholds set by the Presidential Decision published in the Official Gazette on 17 March 2026 are:

• General rule: Total assets TRY 500 million, annual net sales TRY 1 billion, 150 employees.
• Companies on list (II) annexed to the decision: Total assets TRY 120 million, annual net sales TRY 150 million, 100 employees.

Companies exceeding the thresholds for at least two of these three criteria in two consecutive financial periods become subject to audit from the following period. Companies in certain sectors and public interest entities are subject to audit regardless of thresholds. Since thresholds may be reset each year, the relevant year’s decision should be checked.

Appointment of the Auditor

The auditor is elected by the general assembly for each financial year and registered and published with the trade registry without delay after election. The auditor must have no relationship with the company impairing its independence.

Consequences of Not Being Audited

In a company subject to audit, unaudited financial statements and activity report are deemed not to have been prepared (TCC Art. 397/4). The general assembly’s approval of the financial statements, release of the board and decision on dividend distribution then become problematic. An adverse opinion or disclaimer of opinion in the audit report also has consequences.

In companies not subject to audit, shareholders can monitor the company’s finances through a special audit or information rights.