New Developments
Presidential Decree No. 11066 (the “Decree”), published in the Official Gazette dated 17 March 2026 and numbered 33199, has updated the threshold values for determining companies subject to independent audit under Article 397 of the Turkish Commercial Code No. 6102 (the “TCC”). The Decree amends the general threshold values set out in sub-paragraph (3) of paragraph (b) of Article 3(1) as well as item 9 of the annexed List (I) of the Decision on Determining Companies Subject to Independent Audit (the “Main Decision”), enacted by Presidential Decree No. 6434 dated 29 November 2022.
It should be noted that these thresholds were most recently updated by Presidential Decree No. 9774, published in the Official Gazette dated 1 May 2025 and numbered 32887.
What Amendments Does the Decree Introduce?
The Decree increases the threshold values applicable to companies that are not included in the annexed Lists (I) and (II) and are subject to general criteria, as follows:
| Criterion | Previous Value | New Value |
|---|---|---|
| Total Assets | TRY 300 million | TRY 500 million |
| Annual Net Sales Revenue | TRY 600 million | TRY 1 billion |
| Number of Employees | 150 persons | 150 persons (unchanged) |
Accordingly, the total assets threshold has been increased by approximately 67%, and the annual net sales revenue threshold has also been raised by approximately 67%. The employee count criterion remains unchanged at 150 persons.
The threshold values specified in sub-paragraphs (1) and (2) of paragraph (b) of Article 3(1) of the Main Decision remain unchanged. The thresholds applicable to companies considered publicly traded and companies listed in the annexed List (II) are set out in the table below:
| Company Category | Total Assets | Net Sales Revenue | Employees |
|---|---|---|---|
| Companies Considered Publicly Traded | TRY 30 million | TRY 40 million | 50 persons |
| Companies Listed in Annexed List (II) | TRY 120 million | TRY 150 million | 100 persons |
Under the Main Decision, companies that exceed at least two of the three threshold criteria — individually or together with their subsidiaries and affiliates — for two consecutive accounting periods become subject to independent audit.
Amendment Regarding State-Owned Enterprises
Article 2 of the Decree also amends item 9 of the annexed List (I) to the Main Decision. While the previous version only covered state-owned enterprises (“SOEs”) operating under the Decree-Law No. 233 dated 8 June 1984 and their subsidiaries, the amended provision now additionally includes companies established within Turkiye under the Additional Article 1 of the Natural Gas Market Law No. 4646 dated 18 April 2001, in which SOEs hold, directly or indirectly, more than 50% of the share capital.
As a result, these companies are now directly subject to independent audit without any threshold requirements.
Conclusion
The Decree entered into force on its publication date and will be applicable in determining whether companies are subject to audit for accounting periods beginning on or after 1 January 2026. For companies whose accounting period follows the calendar year, the balance sheets dated 31 December 2024 and 31 December 2025, along with the income statements for the 2024 and 2025 accounting periods, will serve as the basis for determining audit obligations for the 2026 financial year.
The increase in the threshold values may result in mid-sized companies being relieved from the independent audit obligation. Conversely, growing companies that previously fell outside the scope should also assess whether they now fall within the scope under the new thresholds.
Given that Article 399 of the TCC requires the appointment of auditors before the end of the fiscal period and their registration with the trade registry, companies should promptly review their current status in light of the updated thresholds and take the necessary steps in a timely manner.
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