Special audit

Ordering a special audit

A shareholder of a limited liability company or limited liability housing company or a member of a co-operative or right-of-occupancy association may apply to the Regional State Administrative Agency for an order to hold a special audit of the administration and accounts of the corporation for a given past period or for given measures or circumstances. The application is submitted to the Regional State Administrative Agency within whose operating area the corporation has its registered office.

The Regional State Administrative Agency will order the special audit if it considers there to be weighty reasons for it. Weighty reasons to hold a special audit generally include suspicions about the misuse of the corporation's funds or the financial gains of the corporation's management or some shareholders or members at the expense of other shareholders or members. The suspected misuse should be of the kind for which a special audit could provide some additional clarification, for example, in case of a potential claim for damages.

The special auditor must possess financial and legal knowledge and experience to a degree deemed necessary in light of the nature and extent of the audit task.

Applying for a special audit

The application requires that a proposal for a special audit has been made either at an ordinary or extraordinary meeting of the corporation and that the proposal has been supported by:

  • in a limited liability company or limited liability housing company, shareholders holding at least one tenth of all shares or at least one third of the shares represented at the meeting;
  • in a co-operative, members with at least one-fourth of the votes of the total members of the co-operative or one third of the votes of the members of the co-operative represented at the meeting; or
  • in a right-of-occupancy association, at least one-tenth of all the members or one-third of the members present at the meeting.

If the proposal is made at an extraordinary corporate meeting, it must be stated in the notice of the meeting that the meeting will address a proposal to hold a special audit.

A written, free-form application must be submitted to the Regional State Administrative Agency within one month of the meeting. The application must provide an account of the circumstances on the basis of which the special audit is requested. A service fee will be charged from the applicant for the handling of the application.

Appendices to the application:

  • a copy of the extract from the trade register or register of associations (not older than three months) of the company, co-operative or right-of-occupancy association;
  • a copy of the valid articles of association or the corporation's rules;
  • an account of the applicant's status as a shareholder or a member of the co-operative or right-of-occupancy association (e.g., a share register or list of members);
  • a copy of the minutes of the meeting at which the proposal to hold a special meeting was addressed;
  • if the audit was proposed at an extraordinary corporate meeting, a copy of the notice of the meeting;
  • a proposal for the special auditor and the auditor's written, signed consent for the assignment (if an audit firm is proposed for the special auditor, the corporation must appoint the auditor with primary responsibility);
  • name and contact details of the chair of the corporation's board if they do not appear in the registration document;
  • the applicant's contact details; and
  • the power of attorney of a possible representative.
     
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