Informal requests for the appointment of an operations inspector
About informal requests
An operations inspector evaluates a corporation with regard to how its administration is organised, the accuracy of its accounts and financial statements, the appropriateness of benefits awarded to management and of related party transactions, and whether members are treated equally.
Previously, any person was allowed to perform the duties of an auditor, even if they were not a professionally qualified auditor. Subsequently, the title of ‘auditor’ was restricted to professionally qualified auditors, and the function of an operations inspector was differentiated from it.
An auditor may, of course, perform the duties of an operations inspector. Corporations that are allowed by law to appoint an operations inspector may themselves determine whom they consider to have sufficient competence to perform the duties of an operations inspector.
If a corporation does not need to have an operations inspector pursuant to the law, its Articles of Association or its by-laws and no operations inspector has been appointed, a shareholder or member may nevertheless be entitled to request that an operations inspector be appointed. The application for appointing an operations inspector must be submitted to the Regional State Administrative Agency.
A limited liability housing company must have an operations inspector elected by the meeting of shareholders if the company does not have an auditor and its Articles of Association do not stipulate otherwise.
A right-of-occupancy association or cooperative must have an operations inspector appointed by the general meeting if that right-of-occupancy association or cooperative does not have an auditor and its by-laws do not stipulate otherwise.
An association must have an operations inspector if it does not have an auditor.
On what basis may the Regional State Administrative Agency appoint an operations inspector for a corporation based on a notification?
If a limited liability housing company, right-of-occupancy association, cooperative or association has not appointed an operations inspector pursuant to the law, Articles of Association or by-laws, then we will appoint an operations inspector if we receive an informal request to that effect.
The operations inspector must possess financial and legal knowledge and experience to a degree deemed necessary in light of the nature and extent of the operations of the corporation.
Basically, the corporation itself should determine what is required of the operations inspector.
It is customary for parties submitting such a request to propose an auditor or other person with expertise in financial management as the operations inspector.
May I submit an informal request on the grounds that the operations inspector appointed by the corporation does not fulfil the mandatory requirements of the law?
You may submit an informal request for appointing an operations inspector in any case where an operations inspector has not been appointed pursuant to legislation, the Articles of Association or the by-laws.
This means that you may submit an informal request when an operations inspector has been appointed but does not fulfil the mandatory requirements of the law.
Anyone can submit an informal request to us.
Submit a freeform written informal request to the Regional State Administrative Agency for the region where the corporation has its domicile. A link to the contact information of Regional State Administrative Agency registries is provided at the bottom of this page.
You must include these details in the informal request:
- which corporation should be appointed an operations inspector, and for which financial period
- what the reasons are for which appointing an operations inspector is needed. Generally, a brief description of the current situation of the corporation is sufficient.
- the name of the corporation in its official form, and preferably also the corporation’s business ID or register number.
- your contact details, so we can ask for additional clarification if needed
- your proposal (if any) for who should be appointed operations inspector, and a written, signed letter of consent from the person proposed.
A register extract for the corporation may be appended.
Informal requests are processed free of charge.
First, we investigate the grounds for the informal request. If we determine that the corporation in question does not need to have an operations inspector, we rule that the request is null and void.
If it is not clear on the basis of the informal request exactly why the corporation should have an operations inspector or why the person submitting the informal request considers that the corporation does not already have an operations inspector, we will ask for additional clarification from the person submitting the informal request.
Once we have received an adequate explanation of the grounds for the informal request, we will consult the board of the corporation in question regarding the informal request.
After the necessary investigations, we either appoint an operations inspector for the corporation or rule that the request is null and void.
The corporation for which an operations inspector is appointed must pay the fee of the operations inspector.
For an estimate of how much the fee is likely to be, please consult the person proposed as an operations inspector in the informal request.
The appointment shall remain valid until an operations inspector or substitute operations inspector has been duly appointed for the corporation to replace the operations inspector or substitute operations inspector appointed by the Regional State Administrative Agency.
The Regional State Administrative Agency cannot make an appointment once the financial statements for the financial period in question have been confirmed and the decision on same has acquired legal force.
What happens if the corporation appoints an operations inspector after the informal request has been submitted?
If an operations inspector has already been appointed for the corporation, then we will rule that the informal request is null and void.
Frequently asked questions
Does ‘appointing an operations inspector’ mean that an employee of the Regional State Administrative Agency will become the operations inspector?
No, it does not. The Regional State Administrative Agency simply names the person for the appointment. If the person submitting the informal request does not include a proposal for a person to be appointed operations inspector, it may be impossible for us to find anyone else than a professionally qualified auditor to serve as operations inspector.
Such a company may appoint an operations inspector instead of an auditor as specified in the Articles of Association if:
- the Articles of Association of the limited liability housing company were drawn up before 1 July 2010,
- the Articles of Association have not been amended in any way since 1 July 2010, and
- the company has fewer than 30 apartments held by shareholders.
If the Articles of Association of the limited liability housing company were drawn up before 1 July 2010 and have not been amended in any way since 1 July 2010, then any provision in the Articles of Association adopted before 1 July 2010 concerning the waiving of an audit shall be construed to refer to the waiving of an operations inspection as well.
If the Articles of Association have been amended in any way since 1 July 2010, then any provision in the Articles of Association concerning the waiving of an audit shall be construed to refer only to the waiving of an audit, not to the waiving of an operations inspection.
How should the provisions concerning auditors or operations inspectors in Articles of Association be interpreted?
Once the Articles of Association have been amended (e.g. to change the name of the company), the exemption clause shall no longer apply. In other words, if there is a provision in the Articles of Association that the company must have an auditor, then the company must appoint a professionally qualified auditor.
The exemption clause only applies to cases where the Articles of Association were drawn up before 1 July 2010 and have not been amended in any way since then.
The Finnish Patent and Registration Office may appoint an auditor for a company.