Audit Trail Reconstruction — Corporate Seller Authority
A corporate seller file becomes difficult to audit when it contains many documents without a reliable sequence: an old registry extract, a board resolution, a signature document, emails, an amended contract, a new bank account and finally title transfer. Audit-trail reconstruction is not simply collecting those papers again. It means ordering them by time and linking each decision to the evidence that was available at that moment. A reviewer who never participated in the transaction should be able to determine who had authority, when that authority changed, which version the buyer relied on, and how changes affected signing, payment and closing.
Establish the legal-entity timeline first
Begin with the full registered company name, MERSİS or trade-registry number and registered office. Extract the relevant events from MERSİS and Türkiye Ticaret Sicili Gazetesi announcements: incorporation, name change, address change, appointment or removal of a manager, amendment of representation rules, merger, liquidation, or another event that can affect authority. Do not compress the history into a single statement that the company was active. Preserve the date, source and announcement or record reference for each material event.
Reconstruct the representation chain
For every person who acted for the seller, record the start date of authority, its source and its scope. If the authority came from articles, a shareholders resolution, board resolution or power of attorney, identify the controlling document and version. Where representation was joint, state exactly which people needed to sign together. When authority moved from one manager to another, keep the former document as historical evidence and mark the point at which it ceased to govern. This prevents a later document from being used retrospectively to justify a signature made before that authority existed.
Connect authority to the property
Add a separate title checkpoint showing that the property was registered to the selling company at the relevant time. Record parcel or independent-unit identifiers, land share and material restrictions, and preserve later changes through closing. If the marketing contract named one company while title belonged to a project company or related entity, create an explicit exception and document how the mismatch was resolved. Membership in the same corporate group is not a substitute for evidence of ownership or authority.
Rebuild the contract and payment history
For every draft and signed agreement, record issue date, signers, property, price and payment schedule. When an IBAN or beneficiary changed, preserve the message requesting the change, the independent verification record and the previous instruction. For every transfer record the date, amount, currency, sender, beneficiary, bank reference and contractual purpose. The objective is not merely to accumulate receipts at the end; the trail should show which authority evidence was in force when each financial instruction was issued.
Record decisions as well as documents
A useful audit trail includes short decision notes. For example: on a stated date the representative was accepted because the registry and board resolution agreed; later a payment was stopped because the beneficiary changed; it resumed only after independent confirmation. If a residual risk was knowingly accepted, record who accepted it, the information available and the reason. This prevents the closing archive from becoming an idealised narrative created after the event.
Closing package
Retain the governing registry evidence, the authority document actually used, the final signed contract, evidence of the seller title before transfer, payment records and the completed title transfer. Tie every item to a verification date and source. Prior versions should not be deleted; label them superseded and state what replaced them.
FAQ
Should an old authority document be deleted once it is no longer valid?
No, if it formed part of the decision history. Keep it with a clear superseded label and the date on which a new document became controlling.
How should a verbal instruction from a manager be recorded?
As an instruction or claim that required confirmation, not as proof of legal authority. The trail should show what official or contractual evidence later confirmed or rejected it.
What is the key output of reconstruction?
Reproducibility: another reviewer can identify who was authorised, by which document, on which date, and what changed before money or title moved.
Official sources
- Ministry of Trade — MERSİS: https://ticaret.gov.tr/ic-ticaret/ticaret-sicili/merkezi-sicil-kayit-sistemi-mersis
- Ministry of Trade — Trade Registry: https://ticaret.gov.tr/ic-ticaret/ticaret-sicili
- TKGM — Land Registry Transactions: https://www.tkgm.gov.tr/tapu-db/tapu-islemleri