Limited Company Independent Auditor Registration

REQUIRED DOCUMENTS

Petition
Notarized General Assembly Meeting Minutes
(1 original – 1 photocopy)
- In companies with a single shareholder, the shareholder present at the meeting, or the shareholder's representative, must also sign the meeting minutes. (Regulation Article 26)
- In companies with a single shareholder (Amended wording: Official Gazette 9/10/2020-31269), it is sufficient to elect a Meeting Chair; there is no need to elect a minute secretary or a vote collector. If no minute secretary or vote collector is elected, their duties are performed by the meeting chair. (Regulation Article 14)
- The corporate body resolutions submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through the ETDS must contain the verification code issued by the ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification through the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarization will be required for these resolutions.
- Notarization will not be required for resolutions adopted electronically (MERSİS and similar applications).
List of Attendees
(1 original copy). In single-shareholder companies, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare a list of persons entitled to attend the general assembly meeting. (Regulation Article 14)
Notarized power of attorney, if participation is by proxy
In order for company partners to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…). (Regulation Article 18/7)
Agenda Resolution in General Assemblies held by invitation
(1 photocopy)
Photocopy of the trade registry gazette in which the agenda was published, together with photocopies of the registered mail with return receipt, in General Assemblies held by invitation
If the company is subject to independent audit, a declaration by the selected auditor stating that none of the circumstances of dependence listed in Article 400 of the Turkish Commercial Code applies to him or her
(Trade Registry Regulation Article 108/4) (1 original), together with a photocopy of the independent auditor certificate
If it is not stated in the auditor's declaration, the audit agreement made between the Company and the Auditor
(1 photocopy) (Ministry's letter dated 24/12/2018, no. 50035491-431.04-E-00040042975)
Pursuant to paragraph 6 of Article 5 of the REGULATION ON THE WEBSITES TO BE ESTABLISHED BY CAPITAL COMPANIES, which sets out the procedures and principles for establishing a website under the first paragraph of Article 1524 of the Turkish Commercial Code No. 6102 dated 13/1/2011, for dedicating a certain section of this website to the publication of announcements that the company is legally required to make, and for allocating it to information society services, the website to be established must be requested by a BOARD OF MANAGERS RESOLUTION and a petition and registered with our Trade Registry Directorate.

Note 1:

Where the selected auditor refuses the assignment or terminates the agreement, the appointment decision is annulled or declared null and void, or the auditor is unable to perform or is prevented from performing the duty for legal or any other reasons, the auditor shall be appointed by the court upon the request of the board of directors in joint stock companies, or of the manager or any member of the board or any shareholder in limited companies. If the auditor gives notice of termination, the board of directors in joint stock companies, or the managers in limited companies, shall immediately select a temporary auditor to serve until the court makes an appointment, and shall have this registered.

Note 2:

Since the auditor's name and surname or title, identity number, place of residence or head office, and registered branch, if any, will be registered, this information must be included in the General Assembly resolution or the declaration. (Trade Registry Regulation Article 108/5)