The appointment of a special auditor in a joint-stock company (anonim şirket) or a limited liability company (limited şirket) allows an independent expert to clarify the specific events that are needed to exercise partnership rights. In the ordinary route, the right to request information or to inspect records (bilgi alma veya inceleme hakkı) must first be used, and then a special audit must be requested from the general assembly (genel kurul). If the general assembly accepts, the company or any shareholder may apply to court within 30 days. If the request is rejected, the partners who meet the shareholding threshold set by law must observe a three-month preclusive period. In both situations, the court appoints the auditor. [1][2]
The success of an application does not depend only on suspicion of management. A concrete link must be established between the transaction that has not been explained, the questions asked earlier, the documents at hand and the partnership right to be used. A special audit report does not, on its own, remove a manager from office or convict them to pay compensation. It helps to clarify the events on which later legal decisions will rest.
What Need Does a Special Audit Address?
Clarifying a Specific Event Differs from a General Management Audit
Articles 438 to 444 of the Turkish Commercial Code (TTK) do not give a shareholder an unlimited right to investigate the whole history of a company. The subject of the review must be an event whose limits can be shown, such as a sale of a specific immovable property, a payment to a related company, an unexplained advance or stock movements in a defined period. Saying which year’s transactions should all be reviewed is not, on its own, sufficient concretisation. [1][2]
A special auditor is not the judge who decides the legal outcome of the dispute. The auditor may examine who a payment was made to, on the basis of which contract and from which accounts. Whether this leads to managerial liability, or requires the annulment of a general assembly resolution, is decided by the court hearing the relevant action. In legal scholarship, too, the function of a special audit, which is to explain the material facts, is separated from the legal assessment and from any review of the appropriateness of business policy. [3] This topic should also be considered together with Dismissal of a Limited Company Manager.
Scope in Limited Liability Companies and Corporate Groups
TTK Article 635 makes the provisions on special audits for joint-stock companies applicable to limited liability companies as well. However, the procedure for the prior request for information is determined by the type of company: Article 437 applies to joint-stock companies and Article 614 to limited liability companies. It is not correct to tie the court route discussed in this article to whether the company is subject to independent audit. [1]
In corporate groups (şirketler topluluğu), Articles 207 and 406 must also be considered separately. If the special conditions stated in those provisions, such as an auditor’s opinion or a statement that a loss has not been offset, are present, a direct route to court may arise. The mere existence of a corporate group does not make this exception operate. The right to audit in a general partnership (adi ortaklık) lies outside the joint-stock company regime described here. [1]
Which Partner May Request the Appointment of a Special Auditor?
No Minimum Shareholding Is Required for a Request at the General Assembly
Under Article 438(1) of the TTK, every shareholder may request a special audit at the general assembly if the conditions are met. This first stage is an individual partnership right. The right to make a request at the general assembly and the right to apply to court after the general assembly rejects it do not have the same shareholding conditions. Holding a very small stake does not prevent a request at the general assembly. [1][2]
If the general assembly accepts the request, the company itself or any shareholder may ask the court to make the appointment. The applicant does not have to be the person who first made the proposal at the general assembly. The fact that the company itself chose the auditor despite accepting the request does not replace the court appointment provided by law. [1][2]
After Rejection, Shareholding Ratio and Nominal Value Are Alternatives
If the general assembly rejects the request, the persons who may apply under Article 439 of the TTK are the following:
• In a company that is not listed, shareholders representing at least 10% of the capital.
• In a listed joint-stock company, shareholders representing at least 5% of the capital.
• Shareholders whose shares have a total nominal value (itibarî değer) of at least 1,000,000 Turkish lira (TL), even if the percentages above are not reached. [1]
For a limited liability company, the 10% ratio and the alternative nominal value criterion apply through the reference in Article 635. Several partners may apply together to reach the required total. The value referred to here is not the market value of the company, the sale price of a share or the amount of the loss claimed in the lawsuit. The 1,000,000 TL figure in Article 439 of the TTK should not be confused with the annually revalued monetary limits in other procedural provisions. [1]
For example, in a company that is not listed, with capital of 50,000,000 TL, a 3% shareholding has a nominal value of 1,500,000 TL. That shareholder does not reach 10%, but satisfies the alternative value condition. This only explains the threshold for application. It does not show that the other conditions are met.
How Should the Right to Information Be Used Before a Special Audit?
A Link Must Be Established Between the Question and the Audit Subject
The law requires that the right to request information or to inspect records be used beforehand. This should not be read as a rule that both rights must be exercised one after the other in every case. The real issue is that a genuine and concrete attempt to obtain information about the event to be audited must have been made. The explanatory memorandum to the provision specifically points to proving this stage through the minutes of the general assembly. [1][2]
At a joint-stock company, the questions put to the board of directors, the answers given and the aspects of the answer that remain incomplete should be recorded in the minutes. At a limited liability company, the request for information addressed to the manager, the answer or obstruction, and where necessary the records of the referral to the general assembly, are important. The right of a limited partner to obtain information is not limited to the annual general meeting. [1]
A statement such as “the company is badly managed” is less useful than asking specific questions about the price of a particular contract, the date of payment and the counterparty. Adding new transactions unrelated to the earlier request directly to the audit scope may draw an objection on the prerequisite. Information rights used by another partner on the same subject may also be considered. According to the explanatory memorandum, the persons do not need to be the same, but there must be a link of subject matter. [2]
Is Filing a Prior Information Action Mandatory in Every Case?
Article 438 of the TTK expressly requires that the right to request information or to inspect records be used beforehand. It does not expressly make a final court judgment on that matter a written condition. However, the adequacy of the earlier application may give rise to disputes in practice. In the file that led to the Court of Cassation’s decision of January 24, 2023, the first-instance court rejected the request on the ground that the stages under Article 437 had not been completed. The Court of Cassation’s examination in that file concerns the finality of that decision; no rule that a prior lawsuit is mandatory for all events can be drawn from the decision. [1][8]
For this reason, whether a separate legal remedy is needed against a rejection of the information request should be examined together with the nature of the answers and the content of the file. In a joint-stock company, the ten-day application period after rejection under Article 437(5) and the three-month period after rejection of the special audit request should not be confused. It should not be assumed that one period will be protected automatically while the other is being followed. [1]
Which Period Runs If the General Assembly Accepts or Rejects?
The provision does not require a separate agenda item for the special audit request to be discussed. However, the scope of the request must be submitted in writing, put to a vote, and the decision must be clearly recorded in the minutes. The agenda exception does not remove the earlier information stage or the other conditions. [1][2]
| Decision of the general assembly | Who may apply to court | Period and nature |
|---|---|---|
| Accepts the request | The company or any shareholder | 30 days from the decision of acceptance; the explanatory memorandum describes it as a regulatory period |
| Rejects the request | Shareholders meeting the ratio or nominal value under Article 439 of the TTK | Three months from the decision of rejection; preclusive period |
30 days and one month are not the same period. The two periods also differ in nature: the explanatory memorandum to Article 438 states that the 30-day period is not preclusive, while the explanatory memorandum to Article 439 states that the three-month period is preclusive. Even in the case of acceptance, not delaying the application is important for the audit to achieve its purpose. [1][2]
The three-month period is, as a rule, calculated from the general assembly’s rejection decision. Later correspondence, or a repeat of the same application, should not be relied on to start the period again. Where the request was never voted on, or the minutes merely say “discussed”, whether this should be treated as a rejection or as some other act requires separate assessment of the case. Such uncertainty increases the importance of a clear decision and accurate minutes. The article Annulment of a Company General Assembly Resolution also examines this issue from a different angle.
What Breach and Loss Does the Court Require After Rejection?
Persuasive Facts Must Be Presented Instead of Abstract Suspicion
Article 439(2) of the TTK requires that it be convincingly shown that the founders or the company’s organs have harmed the company or its shareholders by violating the law or the articles of association. The obligation breached, the transaction connected with it and the loss alleged must be made concrete in the application. It is not sufficient that the company has reported a loss or that trust has been lost among the partners. [1]
This stage should not turn into a proceeding in which every element of liability must be conclusively proven for a later compensation action. The explanatory memorandum emphasises the importance of persuasive facts. An applicant may not be able to submit in advance every document they cannot access; however, they cannot ask the auditor to find a new claim for them without indicating the indications they already have. [2]
For example, if it is alleged that a sale to a related company was made at a price markedly different from market conditions, the way the relationship was formed, the date of the sale, the price declared and the data used as a comparison should be shown. The aim is not to decide in advance that the outcome was unlawful, but to show a concrete inconsistency that deserves explanation. Further details can be found in the article Company Profit Share Receivable.
What Defenses Can the Company Raise?
The company may argue that the necessary information has already been provided, that the request is unrelated to the earlier questions, that the transaction is unclear as to period or parties, or that the shareholding threshold is not met. It may also be disputed whether the application period has been missed, or whether a special audit is not necessary for the partnership right. [1]
The applicant’s answer should engage directly with these objections instead of repeating the same general accusation. For example, if the company has produced a contract, the payment chain that is still unexplained after the contract is delivered should be separated out. A mere legal disagreement about a known transaction is not the same as an unexplained material fact. Conversely, the fact that some violations have become known does not automatically remove the remaining need for information.
Which Court and How Is the Application Made?
Jurisdiction, Venue, Parties and Mediation
The application is made to the commercial court of first instance (asliye ticaret mahkemesi) at the place where the company’s head office is located. In the action brought after the general assembly’s rejection, the claim must be directed against the company as a legal entity; it is not enough to name only the manager or board member who is the subject of the review as defendant. Under Article 440 of the TTK, the court decides after hearing the company and the applicants. [1]
For disputes between the company and a partner, the simplified procedure under Article 1521 of the TTK applies. Where the application concerns only the appointment of a special auditor, the compulsory mediation under Article 5/A of the TTK, which applies to monetary claims, does not apply. If a monetary receivable or compensation is also claimed, the conditions for that claim must be examined separately. [1][6]
The subject of the audit, the period and the questions to be answered must be clearly stated in the request. Instead of unlimited wording such as “examination of all the company’s accounts”, a boundary should be drawn that allows the court to appoint an expert. Where several experts are needed for financial and technical matters, the need may be explained by reference to the transactions concerned. [1]
Annulling the Rejection Decision Is Not the Same as Appointing an Auditor
After the general assembly rejects the special audit request, seeking only the annulment of that rejection decision does not replace a direct request for appointment. In a decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) dated March 21, 2024, E.2022/5791, K.2024/2341, the decision was reversed because, although the action included requests to annul general assembly resolutions alongside requests for information and the appointment of a special auditor, no ruling had been made on those requests. The court was held to be required to examine these requests together or, where necessary, separate them and decide each one. [4]
The practical value of the decision lies in showing how the application should be drafted. The decision does not say that a special auditor will be appointed in every annulment action, or that the conditions of Articles 438–439 need not be met. If information disclosure and the appointment of an auditor are requested, each should be clearly formulated and justified on its own conditions.
Which Documents Should Be Prepared for the Application File?
What matters is less the number of documents than the condition each one proves. The annexes to the petition should be matched to the shareholding, the earlier request for information, the general assembly decision and the concrete transaction alleged. The table below is an example of preparation that can be adapted to the structure of the company.
| Matter to be proven | Useful records | Link to be checked |
|---|---|---|
| Shareholding and the application threshold | Share register, the relevant trade registry and capital documents, and where needed central securities registry records | The applicants’ shareholdings and the total nominal value |
| Earlier attempt to obtain information | Written question, proof of delivery, the company’s answer, the minutes of the meeting | The question and the requested audit concern the same event |
| Acceptance or rejection and timing | Signed general assembly minutes, list of those present | The date, content and voting result of the decision |
| Signs of breach and loss | Contract, payment record, financial statements, related correspondence | Which concrete inconsistency the document shows |
As an example, suppose a company partner wishes to examine a particular consultancy payment. Suppose the reason for the service was asked about, the contracting party and the price were asked about, but only a total expense figure was given. The subject of the review may be framed by limiting it to a specific period and contract, to determine whether the service was actually provided, the dates of the payments, and the relationship between the recipient and the members of the organs as shown by the documents.
This example assumes that an earlier request for information within the same scope has been made and that the other statutory conditions are present. A real file may require other records. Documents must be obtained by lawful means, and records containing trade secrets or personal data should not be distributed to unrelated third parties.
What Are the Special Auditor’s Independence and Examination Powers?
If the court finds the application well-founded, it defines the subject of the review within the framework of the request and appoints one or more independent experts. The court is not bound by the candidate proposed by the applicant. The subject of the task must match the financial, sectoral or technical competence of the expert. [1]
Under Article 441 of the TTK, books, correspondence, negotiable instruments and company assets may be subject to examination. Founders, organs, proxies, employees, trustees and liquidators are obliged to provide information on material facts. If there is a dispute over access or the provision of information, the court decides. [1]
These powers are used within the limits of the task. The auditor does not take over the management of the company and does not acquire any power to stop its commercial decisions. The examination must be carried out within a useful time frame and without needlessly disrupting the company’s activities. A general claim of confidentiality made by management to avoid an audit should be distinguished from the protection of specific trade secrets. [1][2]
How Is the Report Disclosed and How Are Trade Secrets Protected?
The special auditor obtains the company’s views on the findings and submits a detailed report to the court, under an obligation of confidentiality. The court serves the report on the company and assesses any request by the company to limit disclosure on the ground that trade secrets or interests deserving protection would be harmed. The management does not have the final word on this alone. [1]
The company and the applicants are given the opportunity to comment on the report and to ask additional questions. Where the report leaves a payment item within the scope of the task unanswered, relies on unclear documents, or does not explain its calculation, this can be made concrete at this stage. The additional question mechanism should not be used to open new and unlimited audit topics independent of the appointment decision. [1][2]
The board of directors submits the report and its assessments to the first general assembly. Each shareholder may request a copy of the report and of the board’s opinion from the company within one year after the meeting following that submission. The report is not a compensation judgment that binds the judge in a later liability action; the concrete findings and the documents on which they rely are assessed separately. [1][3]
Who Bears the Special Auditor’s Fees and Costs?
Under Article 444 of the TTK, when the court accepts the appointment, it determines the advance and the costs to be paid by the company. However, where special circumstances and conditions justify it, part or all of the costs may be charged to the applicants. This exception is not limited in the law to proof of bad faith alone. [1]
In a special audit that proceeds after the general assembly has accepted the request, the costs are borne by the company. The costs of applying to court, attorney’s fees and the assessment of costs depending on the outcome of the proceedings are not the same as the auditor’s work fee. A fixed price for a special audit cannot be stated for every company or every review; the scope of the work, the number of experts and the records to be examined affect the cost.
Remedies Against the Court Decision and Interim Protection
Finality of Acceptance and Rejection Decisions
Article 440(2) of the TTK provides that the court’s decision is final. In a decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) dated May 27, 2024, E.2024/3133, K.2024/4313, this finality was applied to both the acceptance and the rejection of an application for the appointment of a special auditor; the decision confirmed that there is no appeal or cassation remedy. For this reason, evidence and explanations must be prepared in the first application. [1][5]
This result does not mean that every independent claim in the same file, or any interim protection order, is subject to the same remedy regime. The decision must be analysed by reference to the claim it concerns. Nor does the finality rule mean that every legal dispute connected with a special audit has been resolved on the merits.
Other Rights and Evidence Must Be Protected While the Report Is Awaited
A special audit application does not automatically suspend the company’s transactions. Where there is a risk that records may be lost or altered, preservation of evidence or appropriate interim legal protection may be considered, depending on its conditions. For the purposes of Articles 389 and 400 of the Code of Civil Procedure No. 6100 (HMK), the right to be protected, the concrete danger and the requested measure must be explained separately. A general and unlimited document search aimed at exceeding the conditions of a special audit is not the purpose of these routes. [7]
Time limits for annulling a general assembly resolution, for managerial liability or for any other claim must be followed separately. Appointing a special auditor or preparing the report is not a general mechanism that automatically suspends the time limits for those different claims. The claim, and the event and date on which it is based, should be separated from the outset. [1]
To prepare the earlier stage, see the information and inspection application for a limited or joint-stock company. If, after the report, recovery of a loss is on the agenda, the conditions for compensation for company losses should also be examined. For more detail on this subject, see our article What Is Preservation of Evidence?.
Conclusion
What is decisive in the appointment of a special auditor in a company is linking a specific gap in information to a partnership right. The earlier request for information, a clear decision at the general assembly, the separation of the time limits for acceptance and rejection, and the concretisation of the application for appointment to the court must be considered together. After a rejection, persuasive facts on breach and loss, at the level of the required shareholding, also matter.
A special audit is not a process that punishes management or appoints a trustee to run the company. The facts that emerge from an independent examination serve the exercise of partnership rights, a new decision, or the assessment of a separate legal claim. Documents submitted to Gunes & Gunes Law Firm for legal assessment must take account of the scope of trade secrets and personal data, and the duty of professional secrecy applies during the review. This article is for general information; the scope of a specific application is determined by the company documents and the dates of the events.
Frequently Asked Questions
Can a single partner request a special audit?
Yes. Every shareholder may request a special audit at the general assembly, if the other conditions are met. If the general assembly accepts, any shareholder may apply to court. After a rejection, the shareholding ratio under Article 439 of the TTK or the alternative nominal value threshold of 1,000,000 TL applies. If a single partner does not meet this threshold, applying together with other shareholders may be considered. [1]
Is the period for appointing a special auditor one month or 30 days?
If the general assembly accepts, the law provides for 30 days. The explanatory memorandum describes this as a regulatory period. The period following a general assembly rejection is three months and preclusive. The calculation should not be made on the assumption that the two periods are of the same nature, or that there is a “one month” period in the case of acceptance. [1][2]
Can a partner of a limited liability company also use this route?
Yes. Under Article 635 of the TTK, the provisions on special audits also apply to limited liability companies. The prior stage of obtaining information is assessed according to the structure of a limited liability company under Article 614 of the TTK. It is not correct to apply the information procedure specific to joint-stock companies to a limited liability company without any adaptation. [1]
If the company does not provide records, can a special auditor be requested directly?
Refusal to provide records may be an important fact for a special audit. However, it does not by itself remove the ordinary stages of prior information and the general assembly. How the request was made and what answer was given should be documented. The routes specific to group relationships under Articles 207 and 406 of the TTK are assessed separately if their particular conditions are present. [1][2]
Does a special audit report automatically make the manager liable?
No. The report serves to explain the events identified. Compensation from a manager, their removal from office or the annulment of a general assembly resolution depend on separate legal conditions. The fact that the report contains adverse findings does not mean these consequences follow automatically, and waiting for the report does not in itself protect the time limits for other claims. [1][3]
If the appointment of a special auditor is rejected, can an appeal be made?
The finality provision in Article 440(2) of the TTK was applied in the cited Court of Cassation decision to both acceptance and rejection decisions. For this reason, it should not be assumed that the ordinary appeal and cassation routes are open. If the same file contains other independent claims, the remedies for those claims should be assessed separately. [1][5]
Sources and legal bases
- Ministry of Justice, UYAP Legislation and Case-Law Program, Law No. 6102 on Turkish Commercial Code (Türk Ticaret Kanunu), in particular Articles 5/A, 207, 406, 437–444, 614, 635 and 1521. The relevant article texts were consulted from the official document service. Accessed: October 14, 2026.
- Explanatory memoranda to the Turkish Commercial Code, Muğla Bar Association archive copy, explanatory notes to Articles 438–444. The explanatory notes are not binding in the same way as the statutory provision. Accessed: October 14, 2026.
- Şirin Güven, “Special Audit in Joint-Stock Companies Under Turkish Commercial Code No. 6102” (6102 Sayılı Türk Ticaret Kanunu Çerçevesinde Anonim Şirketler Hukukunda Özel Denetim), Çankaya University Journal of Law, 7/2, November 2011, pp. 133–175; the conceptual explanations are particularly at pp. 139–149. Accessed: October 14, 2026.
- 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), March 21, 2024, E.2022/5791, K.2024/2341, full text of the decision — DeJure. Accessed: October 14, 2026.
- 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), May 27, 2024, E.2024/3133, K.2024/4313, full text of the decision — DeJure. Accessed: October 14, 2026.
- Grand National Assembly of Türkiye (TBMM), Law No. 7445, Articles 30–31; amendment of the monetary limit in TTK Article 4 and of the mediation provision in TTK Article 5/A. Accessed: October 14, 2026.
- Ministry of Justice, UYAP Legislation and Case-Law Program, Code of Civil Procedure No. 6100 (Hukuk Muhakemeleri Kanunu), Articles 389–390 and 400. The relevant article texts were consulted from the official document service. Accessed: October 14, 2026.
- 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), January 24, 2023, E.2021/5823, K.2023/466, full text of the decision — DeJure. Accessed: October 14, 2026.