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COMMERCIAL LAW
83
Independent Audit of Joint Stock Companies
according to the TCC No. 6102
*
Att. Revan Sunol
Introduction
As is known, the old Turkish Commercial Code No. 6762 set forth
an internal auditing system in which an auditor would be appointed as
an internal organ of a joint stock company and the company would be
subject to “internal audit”. Within this context, the annual report of the
internal auditor was one of the general assembly documents submitted
to the examination of the Ministry of Customs and Trade (“Ministry”)
representative and the shareholders of the company during the ordinary
general assembly meeting held each year. With the entry into force of
the Turkish Commercial Code No. 6102 (“TCC”)
1
, a new system was
adopted whereby joint stock companies possessing certain qualifications
determined by the Ministry are audited by independent firms and
institutions.
Art. 397 (4) of the TCC, by stating “
companies subject to independent
audit shall be determined by the Council of Ministers
”, indicates that not
all joint stock companies will be subject to independent audit.
Following the entry into force of the TCC, the Council of Ministers
enacted the Resolution on the Determination of Companies Subject to
Independent Audit (“Resolution”)
2
.
In accordance with the Resolution, companies subject to independent
audit shall be joint stock companies that are listed in the annex of the
Resolution which are particularly associated with the financing or those
fulfilling two of the three requirements below individually or with their
affiliates and subsidiaries;
*
Article of April 2013
1
Turkish Commercial Code numbered 6102 has been published in the Official Gazette dated
14.02.2011 and numbered 27846.
2
Resolution on the Determination of the Companies Subject to Independent Auditing has been
published in the Official Gazette dated 23.01.2013 and numbered 28537.