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Article 628 which provided that at least one director of limited lia-
bility companies, who is entitled to solely represent the company, was
required to reside in Turkey was abolished, in line with the above
amendment.
Joint Stock Companies Subject to Auditing
Article 397 of the New TCC regulates the auditing of joint stock
companies. The said article prior to amendments used to regulate that
the financial statements of joint stock companies and group companies
shall be audited by an auditor, in accordance with Turkish Auditing
Standards which are compatible with international auditing standards.
Law no. 6335 regulated that the said article would be applicable only
to joint stock companies which are subject to auditing. Joint stock
companies which are subject to auditing shall be specified by the
Council of Ministers, pursuant to Article 397/4 of the New TCC. With
the amendments made in the New TCC with Law no. 6335, all joint
stock companies are not subject to auditing. However, the external
auditing was one of the most significant innovations introduced by the
New TCC and replaced the statutory auditing which was not function-
al anymore. The fact that some joint stock companies are totally out of
the scope of auditing may give raise to problems with regards to the
principle of preservation of capital in joint stock companies, and the
guarantee of the rights of shareholders and creditors.
Another article amended by Law no. 6335 is Article 400 of the
New TCC which regulates the persons who may be qualified as audi-
tors. Pursuant to the said article prior to amendments, the auditor could
only be an independent audit company whose shareholders are certi-
fied financial advisers or independent financial advisers. The compa-
nies of medium and small scale may appoint one or more certified
financial advisers or independent financial advisers as their auditor.
Law no. 6335 regulated that auditors may be certified financial advis-
ers or independent financial advisers certified in accordance with Law
on Independent Financial Advisers and Certified financial advisers
dated 1/6/1989 and numbered 3568 and who are authorized by Public
Surveillance, Accounting and Auditing Standards Authority, and/or
companies whose shareholders have the said qualifications.
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NEWSLETTER 2012