With the Decree numbered 6434 with the title “Decree Regarding the Determination of the Companies Subject to Independent Audit”, which entered into force by being published at the Official Gazette dated November 30, 2022 and numbered 32029 (“Decree”), the Council of Ministers decree dated March 26, 2018, and numbered 2018/11597 that brought the former “Decree Regarding the Determination of the Companies Subject to Independent Audit” into force (“Former Decree”) has been abolished.   

The procedures and principles on the companies subject to independent audit as per the article 398 of the Turkish Commercial Code numbered 6102 and dated January 13, 2011 have been redetermined.

Within this scope;

  • Except for the companies that fall within the scope of Annex (I) and (II) of the Decree, the thresholds regarding subjection of the companies to independent audit have been amended as follows:
Prior to the amendment:   Companies exceeding at least two of the below conditions for two consecutive accounting periods shall be subject to independent audit;   Total assets worth TRY 35 million or above,Annual net sales revenue of TRY 70 million or above, Number of employees being 175 or above.  After the amendment:   Companies exceeding at least two of the below conditions for two consecutive accounting periods shall be subject to independent audit;   Total assets worth TRY 75 million or above,Annual net sales revenue of TRY 150 million or above, Number of employees being 150 or above.  
  • The first two thresholds for companies whose capital market instruments are not traded on a stock exchange or other organized markets but are deemed to be publicly traded within the scope of the Capital Markets Law No. 6362, have been amended and the relevant thresholds have been increased:
Prior to the amendment:   Companies exceeding at least two of the below conditions for two consecutive accounting periods shall be subject to independent audit;   Total assets worth TRY 15 million or above,Annual net sales revenue of TRY 20 million or above, Number of employees being 50 or above.  After the amendment:   Companies exceeding at least two of the below conditions for two consecutive accounting periods shall be subject to independent audit;   Total assets worth TRY 30 million or above,Annual net sales revenue of TRY 40 million or above, Number of employees being 50 or above.  
  • Thresholds for the companies listed under Annex (II) of the Decree, have been amended and the first two thresholds have been increased while the last threshold has been decreased:
Prior to the amendment:   Companies exceeding at least two of the below conditions for two consecutive accounting periods shall be subject to independent audit;   Total assets worth TRY 30 million or above,Annual net sales revenue of TRY 40 million or above, Number of employees being 125 or above.  After the amendment:   Companies exceeding at least two of the below conditions for two consecutive accounting periods shall be subject to independent audit;   Total assets worth TRY 60 million or above,Annual net sales revenue of TRY 80 million or above, Number of employees being 100 or above.  
  • With this Decree, the following companies have been included in Article 4 with the title “Out of Scope Companies”:
  • Savings finance companies that have been decided to be liquidated by the Banking Regulation and Supervision Agency (“Agency“) in accordance with the provisional article 7/4 of the Financial Leasing, Factoring, Financing and Savings Finance Companies Law No. 6361 and whose liquidation processes have been carried out by the liquidation commissions appointed by the Savings Deposit Insurance Fund (“SDIF“).
  • Savings finance companies have been included in the list of companies specified in Annex (I) of the Decree and subject to the regulation and supervision of the Banking Regulation and Supervision Agency under Banking Law No. 5411.  
  • Companies subject to independent audit under the regulations of the Energy Market Regulatory Authority have been added to paragraph 4 of Annex (II) of the Decree.
  • Enforcement

The Decree will enter into force as of January 1, 2023.      

Eren Üçok
Partner | [email protected]
Ece Kipri
Associate | [email protected]