The Regional State Administrative Agency can order a housing company, limited company, cooperative or right-of-occupancy corporation to hold a special audit of its administration and accounts for a given past period or for given measures or circumstances.
We will impose a special audit if we consider that there are serious reasons for it. Serious reasons to hold a special audit generally include
- suspicions of misuse of the corporation’s funds
- suspicions of financial gains of the corporation’s management or by some of the shareholders or members at the expense of other shareholders or members.
The suspected misuse must be such that a special audit could provide some additional information, for example in order to file a potential claim for damages for the benefit of the corporation.
Submitting an application
Any shareholder of a company, member of a cooperative or member of a right-of-occupancy corporation may apply for a special audit.
A shareholder or member who has not supported the proposal at the general meeting may also apply for a special audit.
A special audit must be proposed at the general meeting of a housing company or limited company, a meeting of a cooperative or a meeting of a right-of-occupancy corporation.
A special audit may always be proposed at the ordinary general meeting or general meeting, even if the matter has not been mentioned in the notice of the meeting.
A special audit may be proposed at an extraordinary general meeting or extraordinary meeting only if it is mentioned in the notice of the meeting.
You can send an application for a special audit to us if the proposal was supported:
- in a limited company or 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 cooperative, members with at least one fourth of the total number of votes or one third of the votes of the members represented at the meeting
- in a right-of-occupancy corporation, at least one tenth of all the members or one third of the members present at the meeting.
You can only apply for a special audit to the extent proposed by the general meeting. For this reason, we recommend that you also send the proposal to the general meeting in writing.
Send the application to the registry of the Regional State Administrative Agency for the region where the company has its registered office within one month of the meeting. A link to the contact information of Regional State Administrative Agencies’ registries is provided at the bottom of this page.
There is no application form, but you must send the application in writing. Please write your application in Finnish or Swedish. The application must provide an account of the circumstances on the basis of which the special audit is requested.
The application must include the following information and supporting documents:
- corporation’s name in its official form and preferably the company’s business ID (you can find the business ID in the Business Information System or the Trade Register)
- evidence of the applicant’s status as a shareholder or a member of the cooperative or right-of-occupancy corporation (e.g. a share register or member register)
- copy of the minutes of the meeting at which the proposal to hold a special meeting was addressed
- if the audit was proposed at the corporation’s extraordinary meeting, a copy of the notice of the meeting
- 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 principal auditor)
- name and address of the chair of the board, if the details in the Trade Register are outdated
- contact details of the applicant (or applicant’s contact person) (mailing address for sending the decision)
- power of attorney from any joint owners (if the joint owners are not applicants in this matter)
- representative’s power of attorney.
- First, we investigate the grounds for the application. If the requirements specified by law are not satisfied, we will dismiss the application.
- If the matter as explained in the application is unclear, we will send a request for further information to the applicant.
- Once we have received evidence that the unconditional requirements specified by law are satisfied, we will consult the board of the corporation concerning the application.
- After we have received the necessary information for processing the application, the matter is ready for a decision.
We will order a special audit to be conducted only if there are serious reasons for it. We will assess the reasons on a case-by-case basis.
The application must specify the grounds on which the applicant suspects that there are ambiguities in the operations of the company that require a special audit. The application must also provide evidence of each of the ambiguities.
We cannot assess the facts and evidence presented by the applicant until we take a decision on the basis of the information received.
At the Regional State Administrative Agency, we can always assess the extent to which there are serious reasons for imposing a special audit and then have the audit carried out to that extent.
We can also dismiss the application in part.
On what grounds can the Regional State Administrative Agency reject an application in full or in part?
We can reject an application in full or in part on a case-by-case basis. We will always assess the serious reasons for a special audit individually in each case.
One of the reasons for rejection may be that the applicant already has the information they are asking to be audited. A special audit may only be used to establish facts which the applicant does not yet have.
Another common ground for rejection is that a special audit would not be the right tool for dealing with the situation. For example, a special audit cannot be used to investigate the applicant’s claims that general meeting decisions are invalid, or to settle disputes between shareholders.
A fee will be charged from the applicant for the processing of the application; from January until June 2023, the fee is EUR 355.
If the applicant withdraws the application, we will charge a portion of the fee equivalent to the work done in processing the application up until that time.
An invoice for the fee will be sent to the applicant after we have issued a decision in the matter.
Frequently asked questions
The Board of Directors may not apply for the imposition of a special audit. However, if the members of the Board of Directors are shareholders, they may apply in their capacity as shareholders.
Sometimes several parties (e.g. couples or decedent’s estate) own the shares together. Joint ownership is most common in limited liability housing companies.
In this case, the joint owners are a shareholder, i.e. one unit. Joint owners may only exercise shareholder rights together.
The joint owners may either submit an application together or with a power of attorney entitle one of the joint owners to act alone in the matter.
You must send the application to the registry of the Regional State Administrative Agency within one month of the general meeting. You can’t have more time for this.
If you do not yet have all the necessary supporting documents, you can send a supplement to your application later.
You can only apply for a special audit to the extent proposed by the general meeting.
You must propose a special auditor in the application. Usually the applicants propose a professional auditor or a lawyer. The Regional State Administrative Agency only orders the audit to be carried out.
The Regional State Administrative Agency only orders a special audit to be carried out and will no longer be involved in the matter after that.
The special auditor issues an opinion on the audit, which is presented to the general meeting. Shareholders will then have the opportunity to assess what action should be taken based on the audit findings.
The special auditor will issue an opinion on the audit. The auditor has no right to issue orders, to impose compensation or to do anything other than to give an opinion on the audit.