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Council of Ministers Reduces Threshold for Mandatory Independent Audits

Council of Ministers Reduces Threshold for Mandatory Independent Audits

Companies subject to mandatory independent audit are determined by the Council of Ministers as per the Turkish Code of Commerce (“TCC”) Art.397. Following the promulgation and coming into force of the TCC on 1 July 2012, the first Decision of the Council of Ministers was issued at the end of the same year[1] , specifying those companies and relevant criteria and thresholds that would be subject to independent audits. These criteria and thresholds were amended with subsequent Decisions of the Council of Ministers each year, the latest of which was published in the Official Gazette on 19.03.2016. [2]

The most recent Decision has amended the criteria by again decreasing the thresholds for requirement of independent audits. Accordingly, those companies which have exceeded the thresholds of at least two of the following criteria for two consecutive accounting periods shall be subject to an independent audit:

• Total value of assets: TRY 40,000,000 or above

• Net annual sales proceeds: TRY 80,000,000 or above

• Number of Employees: 200 employees or above

The Decision has two annexes, the first annex is List I for those specific companies which are required to undergo independent audits without any threshold criteria and these generally consist of certain companies whose shares are publicly traded and subject to Capital Markets Law, those companies providing various financial services, licensed warehousing, insurance and private pension companies, those companies operating in the Borsa Istanbul (Istanbul stock exchange) system, media service providers etc.

The second annex with the aptly named “List II” includes certain specific thresholds for particular types of companies. These have also been amended with the latest Decision and those particular companies are recommended to check the new thresholds, as the new Decision shall be put in effect starting from 01.01.2016.

The annual changes in the general thresholds can be briefly summarised below.

                2013                 2014                   2015              2016
Total value of assets: TRY 150 million and above TRY 75 million and above TRY 50 million and above TRY 40 million and above
Net annual sales proceeds: TRY 200 million and above TRY 150 million and above TRY 100 million and above TRY 80 million and above
Number of Employees: 500 and above 250 and above 200 and above 200 and above

[1] Number 2012/4213, dated 19.12.2012 and published in the Official Gazette dated 23.01.2013. The decision was put in effect starting from 01.01.2013.

[2] Number 2016/8549 dated 16.02.2016 to be in effect starting from 01.01.2016.

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