TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
actions that require such registration, filings must be made. The registrations made with the trade registry are announced in the Trade Registry Gazette, which is publicly available. Such announce - ments only include the content that is subject to the registration, while additional documents are often submitted during the registration appli - cation. These additional documents, such as a power of attorney used during the transaction, remain in the company’s registry files, and may be reviewed by those who request to review the relevant file at the trade registry. Trade registry directorates are responsible for examining whether the conditions required for registration are met in each application. If any deficiencies are identified, the directorate may grant a specific period for the applicant to correct them. The trade registries also hold the authority to partially or fully reject registration requests in case of non-compliance. Additionally, if a trade registry directorate becomes aware that a reg - istrable event has not been submitted by the responsible party, it may summon the relevant person to file the application within thirty days or to prove that there is no obligation to register. A person who fails to submit a registration application within the period granted by the directorate and does not provide reasons for non-compliance shall be subject to an admin - istrative fine. Failure to apply within the given period, or presenting insufficient justification for non-compliance, will result in the trade registry directorate referring the matter to the competent commercial court of first instance. Furthermore, third parties may report it to the directorate if they believe that a registration decision or action does not reflect the truth, is unlawful, contra - dicts public order, or may mislead others. In
such cases, the trade registry directorate may ask the third party to answer questions in writ - ing or verbally, and failure to provide adequate responses may result in the complaint not being considered. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors As per Decree 6434 on Determination of Com - panies Subject to Independent Audit (the “Decree” ), companies that – alone or together with their affiliated companies and subsidiaries – meet at least two of the following conditions in two consecutive fiscal periods are subject to independent auditing: • total assets equal to or higher than TRY300 million; • annual net sales revenue equal to or higher than TRY600 million; and • total number of employees equal to or higher than 150. Companies listed explicitly in Appendix I to the Decree (such as banks, financial leasing com - panies or investment companies) are subject to independent auditing regardless of the above- mentioned thresholds. Also, companies listed in Appendix II to the Decree (such as the compa - nies operating in the energy sector with a licence or media service provider companies that own national, satellite and cable channels) are sub - ject to independent auditing if such companies satisfy certain conditions specifically provided for them. The independent auditor is tasked with auditing the financial statements and periodic auditing of the inventory and accounting, risk commission’s report and annual reports of the board. The audi -
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