Can We Remove the Auditor We Elected under Turkish Commercial Code No. 6102?

Under Article 399/2 of Turkish Commercial Code No. 6102, the audit engagement can be withdrawn from the auditor only as provided in the fourth paragraph of that article and only if another auditor has been appointed. Accordingly, the commercial court of first instance where the company's registered office is located may, upon the request of

a) the board of directors, or

b) shareholders representing ten percent of the capital, or, in publicly held companies, five percent of the authorised or issued capital,

and after hearing the parties concerned and the elected auditor, appoint another auditor where a justified reason relating to the person of the elected auditor so requires, in particular where there is doubt that the auditor has acted with bias.

The action for removal and appointment of a new auditor must be filed within three weeks from the announcement of the auditor's election in the Turkish Trade Registry Gazette. For the minority to file this action, they must have voted against the auditor's election at the general assembly, had their dissenting vote recorded in the minutes, and have held shares in the company for at least three months before the date of the general assembly meeting at which the election took place.