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Türkiye’de Kişisel Verilerin Korunması Kanunu, Sosyal Güvenlik Hukuku, Vergi Hukuku, İş Sağlığı ve Güvenliği Mevzuatı, Borçlar Hukuku, İş Hukuku, Ticaret Hukuku, Türk Parası Kıymetini Koruma Mevzuatı, Kambiyo Mevzuatı ve Vatandaşlık ve Göçmenlik Mevzuatı ile ilgili en güncel bilgilerin yer aldığı makalelere buradan ulaşabilirsiniz.
İkili Anlaşmalar
Türkiye ve diğer ülkeler arasında yapılan en güncel uluslararası ikili sosyal güvenlik ve vergi anlaşmalarının tarihlerine ve dokümanlarına buradan ulaşabilirsiniz.
09 Mayıs 2025
Yazar Civan Güneş, Kategori Work Life
Boards of directors, one of the cornerstones of corporate governance, undertake many critical functions such as determining company strategies, managing risks, and creating long-term value. Among the payments made to board members in return for these responsibilities, the most common one is the attendance allowence. However, the definition of the attendance allowence, its legal framework, taxation process, and accounting treatment can often be confusing. So, what is an attendance fee? Who is entitled to receive it? How is it calculated and taxed?
In this comprehensive article, we will examine the entire process related to the implementation of attendance allowence in companies, based on the relevant legislation—from the legal framework and calculation methods to the taxation aspects and accounting records.
Attendance allowance is a type of regular payment made to individuals serving as board members, company partners, or managers in joint stock or limited liability companies, in return for the time they dedicate to meetings and the strategic responsibilities they assume. In accordance with Article 394 of the Turkish Commercial Code (for joint stock companies) and Article 623 (for limited liability companies), the amount must be determined by a resolution of the general assembly or the shareholders' meeting; otherwise, the payment is considered invalid and cannot be recorded as an expense.
Described as a contribution "ensuring the executive attends the meeting in peace," this income component is now a critical metric in terms of corporate governance and stakeholder transparency.
Key Features:
Attendance allowance may be paid to individuals who directly serve in the management, executive, or supervisory bodies of a company. The key point is that these individuals must not be in an employee-employer relationship with the company. Attendance allowance is different from salaries received under an employment contract. However, under the framework of the Income Tax Law, it qualifies as "wage" income and is taxed accordingly. The eligibility for attendance allowance may vary depending on the type of company and the role of the individuals involved:
Note: Payments made to audit or advisory board members should not be classified as "attendance allowance" but rather as "consultancy fees," and a separate resolution must be added to the company ledger.
The calculation process of attendance allowance is shaped by determining the statutory deductions applied to the gross amount. These deductions may vary depending on the individual's payroll status and tax liability.
A fixed monthly gross amount or a gross amount per meeting is determined by a resolution of the general assembly or shareholders' meeting.
Attendance allowance is classified as wage income. The income tax brackets for 2026 are as follows:
Gross Amount × 0.00759.
For 2026, the gross minimum wage amount of TRY 33,030.00 is exempt from Income Tax and Stamp Tax.
Assumption: Let's assume a monthly gross attendance allowance of TRY 80,000.00, and that the board member has no other payroll income.
(Scenario without Social Security Premium deduction)
The taxation of attendance allowance involves a dual process, consisting of income tax withholding and stamp tax. When the company makes this payment, it must:
If attendance allowance payments exceed the threshold specified in the Income Tax Law within a calendar year (TRY 400,000 for 2026), the recipient is also required to submit an Annual Tax Return.
Common mistakes in the implementation of attendance allowance may expose companies to financial and legal risks. Therefore, the following points must be carefully observed:
Attendance allowance payments can be recorded by companies as general administrative expenses and deducted from corporate income. However, for this to be valid, certain conditions must be met.
Key Considerations
Risk of Disguised Profit Distribution
Payments significantly above market averages may be considered disguised profit distribution and disallowed during tax audits. Therefore, payment amounts must be determined carefully, and if needed, independent wage benchmarking studies should be used.
Notification!
The content in this article is for general information purposes only and belongs to CottGroup® member companies. This content does not constitute legal, financial, or technical advice and cannot be quoted without proper attribution.
CottGroup® member companies do not guarantee that the information in the article is accurate, up-to-date, or complete and are not liable for any damages that may arise from errors, omissions, or misunderstandings that the information may contain.
The information presented here is intended to provide a general overview. Each specific case may require different assessments, and this information may not be applicable to every situation. Therefore, before taking any action based on the information provided in the article, it is strongly recommended that you consult a competent professional in the relevant fields such as legal, financial, technical, and other areas of expertise. If you are a CottGroup® client, do not forget to contact your client representative regarding your specific situation. If you are not our client, please seek advice from an appropriate expert.
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