In short
A special auditor is asked for so that a particular event will be clarified for the rights of shareholding. The request is taken to the general meeting first. If the meeting refuses, the shareholders the statute indicates may apply to the court. This article does not write a share percentage. The report is not an independent-audit opinion on all of the company's accounts.
The examination looks at a particular event
The subject is limited to a single transaction or a single period. The auditor examines that event and reports it. Saying "audit the company" without writing the subject leaves the request uncertain. An uncertain request stays weak at the meeting and in court. Whichever contract, whichever payment or whichever period is to be examined is shown in the petition.
The route of obtaining information must have been used before. A curiosity that was not used does not open a request for a special auditor by itself. Which document was asked for appears in the general-meeting minute or in the earlier correspondence. If there is no correspondence, a request for information is made first. If information was given, the document that was given stands in the enclosures to the auditor request.
If the meeting refuses
If the general meeting refuses the request, or does not put the request on the agenda, the shareholders the statute requires may go to court. Which share percentage opens this route is read from the current text. This article does not fix that percentage. The percentage cannot be changed by a promise in the articles of association either. The court looks at whether the subject is specific and at whether the route of obtaining information was used.
If the court appoints an auditor, the task is limited to the event written in the decision. The auditor does not by itself examine a year, or a partnership relationship, that is not in the decision. The report is presented to the shareholders and to the company. The report does not annul the general-meeting decision by itself. Annulment is a separate action.
The threshold does not create this appointment
An independent audit is required by the threshold that was published. Where the threshold is read is in where the audit threshold is read. A special auditor may also be asked for in a company that does not meet the threshold. The independent auditor in a company that meets the threshold does not stand in for the special auditor. The two reports are not joined in the same file.
The threshold article explains the amount. This article does not carry that amount. The special auditor's fee is not here either. The fee is read in the appointment decision or in the parties' agreement.
How the request is built
If the company's centre is in Ankara, the general-meeting and register records may appear in Ankara. If the centre is in another province, the meeting is at that centre. An office being in Çankaya does not change the place of the general meeting. Counsel in Ankara first asks for the correspondence on obtaining information, the minute of refusal, and the document of the transaction that is wanted to be examined.
The request is separated into three pieces. Is the event specific? Was obtaining information used before? Did the meeting refuse this request? If the three are complete, the court route is read on the condition in the current text, without a share percentage being invented. If the percentage is not in the file, the text is read. It is not said that "we have a sufficient share" before the text is read.
If the shareholder made the request in writing before the call to the general meeting, that writing stands in the file as well. The writing lists the event, the period and the documents asked for. A year that was not listed is not added to the audit by itself later. If it is wanted to be added, a new request is required. The new request does not stand in for the earlier minute of refusal.
After the auditor's report arrives, the shareholders may use a separate right at the general meeting or in court according to the finding in the report. The report is not the petition for that right. Which finding is relied on is shown with the page and the document number in the report. If there is no number, the relevant part of the report is marked. An unmarked report is not treated as having proved every claim.
When the court chooses the auditor, it does not have to take the person the shareholder proposed. The proposal is made with reasons. The reasons state that the auditor is suited to examine the event. If a report was already obtained for the same event, the company presents that report. An old report does not cause the new request to fall by itself. For it to do so, it is shown that the report covers the same transaction. If the scope is different, the two reports are read side by side.
Conclusion
A special auditor examines a particular event. The independent-audit threshold does not create this appointment. A share percentage is not written in this article. The frame is on the commercial law page. The basis is the text of Turkish Commercial Code No. 6102.