The Independent Audit Obligation and 2026 Threshold Values

The companies subject to independent audit are determined by Presidential Decree. Under the latest regulation dated 17 March 2026, the general criteria are: total assets TRY 500 million, annual net turnover TRY 1 billion and 150 employees. A company is subject to independent audit if it exceeds at least two of these three thresholds in two consecutive accounting periods.

The new general thresholds apply to accounting periods beginning on or after 1 January 2026. Companies in Annex I to Decision No. 6434 are assessed without thresholds, while Annex II and other special groups have their own conditions. Public-interest status alone should not be used to assume that every public or energy company follows the same threshold-free regime.

Under TTK art.399, the auditor is elected for each financial year and must be elected before that year ends; the election is made by general assembly resolution and is announced without delay in the Turkish Trade Registry Gazette and on the company's website. Only independent audit firms authorised by the KGK, or sworn-in financial advisers and certified public accountants acting as auditors, may be appointed.

Under TTK art.400(2), an auditor appointed for a total of seven years for the same company within any ten-year period may not be re-appointed until three years have passed. The auditor may not provide services that could impair its independence (consulting other than tax consulting, bookkeeping etc.).

An audit may result in one of four types of opinion: unqualified, qualified, adverse, or disclaimer of opinion. Under TTK art.403(5), where the auditor issues an adverse opinion or disclaims an opinion, the board of directors must convene the general assembly within four business days of receiving the opinion, and the general assembly elects a new board. Unless the articles provide otherwise, the former members may be re-elected; the new board has the financial statements redrawn within six months.

Where a company subject to independent audit has not had an audit performed, its financial statements and the board's annual activity report are deemed not to have been prepared under TTK art.397(2). Any additional consequences arising under sector-specific or other special legislation must be assessed separately in the circumstances of the case.

In corporate-law matters, resolutions, meeting notices, agendas, attendance lists, signature circulars, trade-registry application documents and the articles of association must be reviewed as a whole. In corporate transactions, most disputes arise not from the substance of the resolution but from defects in notice, quorum, representation and registration.

Transactions such as share transfers, amendments to the articles of association, mergers, demergers and liquidations are not completed by internal resolutions alone; notary, trade-registry, tax and accounting dimensions are also part of the process. The legal steps and financial obligations should therefore be planned together when drawing up the transaction timetable.

From the perspective of shareholders or directors, dissenting opinions, information rights, requests for special audit and records of release and liability may carry decisive evidentiary weight in any subsequent action. Minutes of meetings should therefore be prepared in clear and auditable form.