On April 6, 2024, the Decree Amending the Decree numbered 8313 on the Determination of Companies Subject to Independent Audit ("Decree") ("Amending Decree") was published in the Official Gazette dated April 6, 2024 and numbered 32512. The amendments are as follows:

1. With the Amending Decree, the criteria for companies that are not within the scope of the list numbered Annex (I), not within the scope of the list numbered Annex (II) and not one of the companies whose capital market instruments are not traded on a stock exchange or other organized markets and that are considered open under the Capital Markets Law No. 6312, have been amended.

Pre-amendment:

Companies that exceed at least two of the following conditions in two consecutive accounting periods shall be subject to independent audit.

1) The total assets of the company are TRY 75 million or more,

2) The annual net sales revenue of the company is TRY 150 million or more,

3) The number of employees of the company is 150 or more.

Post Amendment:

Companies that exceed at least two of the following conditions in two consecutive accounting periods will be subject to independent audit.

1) The total assets of the company is TRY 150 million or more,

2) The annual net sales revenue of the company is 300 million TL or more,

3) The number of employees of the company is 150 or more.

2. The Amending Decision introduces some amendments to the Decision on companies outside the scope of the Decision.

The following companies will remain out of scope.

  • Companies that are not included in the scope of rows 1 to 8 of Annex (I) of the Decree and are subject to the Law on Privatization Practices
  • Decision Companies that are not included in the list numbered Annex (I) or in the 3rd row of the list numbered Annex (II) and whose at least 50% of the capital directly or indirectly belongs to the state, special provincial administrations, foundations established by law and other public institutions and organizations

3. With the Amending Decree, the criteria to which the media service providers listed in Annex (I) of the Decree are subject have been amended.

Pre-amendment:

Media service providers holding at least one of the following rights or licenses shall be subject to independent audit.

  1. The right to broadcast national television on terrestrial media
  2. Satellite television broadcasting license
  3. Cable television broadcasting license for more than one province

Post Amendment:

Pursuant to Law No. 6112 on the Establishment and Broadcasting Services of Radio and Television Enterprises, the following companies subject to the regulation and supervision of the Radio and Television Supreme Council shall be subject to independent audit

  1. Media service providers holding at least two of the following rights or licenses
    • The right to broadcast national television on terrestrial media;
    • Satellite television broadcasting license;
    • Cable television broadcasting license for more than one province.
  2. Media service provider organizations that have the right to broadcast on demand on the internet

4. With the amending Decree, certain companies were added to the list annexed to Annex (I) of the Decree and became subject to independent audit as of the fiscal year 2024, regardless of any other criteria.

The following companies were added to the list numbered (I) annexed to the Decree and became subject to independent audit as of the 2024 accounting period, regardless of any other criteria.

  • Companies that have obtained a license, certificate or authorization certificate from the Energy Market Regulatory Authority and operate subject to the regulations of the Authority and have an independent audit obligation in accordance with the said regulations
  • Payment institutions and electronic money institutions
  • State-owned enterprises and their subsidiaries

5. With the Amending Decree, the list numbered Annex (II) to the Decree has been reconstituted and some companies have been excluded from the scope of the list numbered Annex (II) to the Decree.

The following companies are excluded from the scope of Annex (II).

  • Companies in which at least 25% of the capital directly or indirectly belongs to professional organizations, trade unions, associations, foundations, cooperatives and their supreme organizations.
  • Companies that publish daily newspapers nationwide.

6. Enforcement

The Amending Decree has entered into force on the date of its publication to be applied for the accounting periods of the companies commencing on or after 01.01.2024.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.