Critical Analysis of Inspectors' Duties in the 2012 Draft Commercial Code

Abstract

Inspection and supervision of merchants' activities, particularly in commercial companies, have been fundamental concerns that periodically attract the attention of legal scholars. This issue becomes even more significant concerning legal entities in commerce, as various stakeholders with potentially conflicting interests—such as creditors, shareholders, employees, and company managers—are affected. This study critically analyzes the duties of inspectors in the 2012 Draft Commercial Code. One of the findings of the research is that in our country, the terms "auditor" and "inspector" hold distinct meanings. However, the key question remains: How is the inspector's report prepared? According to the guidelines on the duties of inspectors in joint-stock companies, developed by the Legislative Committee of the Audit Organization and approved by its Technical Committee and Executive Board, accounting standards, auditing standards, codes of professional conduct, audit guidelines, and audit procedures for construction projects have been incorporated into the inspector's responsibilities. This inclusion is necessary since inspection without auditing is inherently incomplete. In Article 624 of the recent proposed amendments, reference is made to expressing opinions on financial statements based on auditing standards, which could be a constructive step but does not fully resolve the issue. Furthermore, auditing standards do not specify how to report non-compliance, crimes, or the determination of their significance level. This problem appears to stem from the conceptual and functional divide between "auditor" and "inspector."