Purposes of special audit
- To determine whether there are grounds for suspecting the illegal management of the company;
- To provide the owners and/or the management board with an impartial expert opinion on issues of interest to them;
- To help to make decisions to protect the interests and rights of the company on the basis of a special audit report.
The scope of the special audit is wide and there is no area not covered. Special audits can be performed in matters related to the management and financial position of the company. In general, the issue of a special audit comes up when there is reason to believe that the company’s money is being misused and/or the company’s management has exceeded its powers.
The fact that the company has successfully passed the audit of the annual report by the auditor does not preclude the need to order a special audit. The purpose of a special audit is to identify transactions that may be detrimental to the business owner. Special audits also help to identify business-related tax risks (absence of contracts, incorrect drafting of contracts, transactions with related parties, incorrect recording and/or declaration of transactions, etc.).
Partners and/or shareholders whose shares represent at least 1/10 of the share capital may request a decision to organise a special audit in matters related to the management or financial position of the private limited company and the appointment of a special auditor.
1. Special audit at the owner’s request to inspect the activities of the management board
The most common request is to obtain an independent expert opinion in the form of a special audit to verify the transactions of the previous management board. As the limitation period for a claim against the management board is generally five years, the audited period is usually up to five years. A special audit determines whether the previous (or current) management of the company acted for or against the company. The audit identifies whether management has committed violations (harmful transactions, misuse of powers, transactions with related parties, etc.) and the extent of these violations.
During the special audit, we provide an independent expert opinion on other issues related to the operation of the company. Based on the result of the audit, we prepare a special audit report.
In each company where we have performed a special audit, harmful transactions have been identified for the owners and/or creditors of the company. The biggest risk is for a company owned by foreign investors who do not have a daily overview of the activities of the local management board. Experience has shown that if there is no daily chief accountant or service provider in the company, this can also become a danger.
2. Special audit at the request of the management board to investigate the activities of employees / audit of the company’s processes, i.e. internal audit
An internal audit is a comprehensive process that provides an independent opinion on the company’s actual financial position and existing financial risks. Its purpose is to determine the organisation’s activities, reporting, and compliance with legislation in achieving its objectives.
An internal audit examines the activities of the company’s authorised persons and/or the company’s processes. At the request of the manager or owners, the company’s internal processes and the activities of the person(s) authorised by the company’s management board (abuse of employees’ rights/powers) are investigated. Weaknesses in the company’s financial accounting/transactions and operational efficiency are also under investigation.
The period of internal audit of the company’s processes is specified by the customer and usually the audit period is the current year.
In contrast, the audit period for company and employee activities is up to three years. Experience has shown that authorised persons / the company’s employees have often abused their powers and used them for personal gain.
3. Special audit at the request of the apartment association’s meeting to inspect the activities of the apartment association’s management board
If the members of an apartment association suspect that the expenses and transactions made by the manager of the apartment association are not beneficial to the apartment association, a meeting must be convened. On the basis of the minutes of the meeting, a special audit can be ordered, which will investigate the activities of the management board by inspecting the transactions performed by the manager of the apartment association and the persons related to them.
In our practice, we have identified the improper use of the repair fund of an apartment association and the misuse of the association’s money by the management board of the apartment association for personal interests.
4. Special audit during litigation to obtain the financial expert’s opinion
The questions raised during litigation can be answered by a special audit. In order to apply for it, it is sufficient for the applicant to establish the existence of the suspicion.
The court has the right and obligation to verify that the special audit is substantive and not formal. If the court finds that the special audit has been incomplete and has not provided substantive answers to the questions asked, there are grounds to carry out a new special audit. There is also the right to replace the auditor with another in those questions to which no substantive answers have been given. Minority shareholders in a company may request that the special audit be repeated and/or that the auditor be replaced if they suspect that they have not performed their work impartially or sufficiently well.
The purpose of the special audit is not simply to obtain an overview of transactions, but to verify the content and legality of those transactions. Among other things, it must be verified that the transactions have been carried out in accordance with market conditions.
All questions of interest to the court will be answered during the special audit so that they can help to identify the financial transactions in dispute (amounts, parties, related parties, etc.).
5. Especial audit in bankruptcy proceedings at the creditor’s request to investigate the activities of the former management board
Bankruptcy is the insolvency of a debtor declared by a court order. A debtor who is a legal person is insolvent even if the debtor’s assets do not cover their obligations. Through bankruptcy proceedings, creditors’ claims are satisfied at the expense of the debtor’s assets pursuant to the procedure prescribed by law through the transfer of the debtor’s assets or the reorganisation of the debtor’s company. The assets of a bankrupt company consist of assets that the debtor had at the time of the declaration of the bankruptcy. There are also assets there that are reclaimed and/or recovered in bankruptcy proceedings.
In order to determine whether the company had recovery transactions, a special audit of the bankrupt company is carried out. Sometimes trustees in bankruptcy are reluctant to order special audits in bankruptcy proceedings for fear of additional costs. They are also often not convinced that this will work. Practice has shown that the end result of our work has been effective for the bankruptcy proceedings, as a number of recovery transaction and debtors have been identified during the special audit, who are obligated to pay additional funds to the bankruptcy estate.
The special audit can also be effectively terminated if the debtor does not provide the trustee in bankruptcy with the correct accounting documents (e.g. they have destroyed them, provided false data, destroyed the accounting program, etc.).
The experience of Finantskonsultant includes special audits in the following companies during bankruptcy: Eesti Entsüklopeediakirjastuse AS (in bankruptcy), Ämalärd AS (former name Sõnajalg AS, in bankruptcy), Ookean RAS (in bankruptcy), AS Balti Mööbel Grupp (in bankruptcy), Intopex Chemicals AS (in bankruptcy), Haljala Ehitus AS (in bankruptcy), Eesti Sõltumatu Televisiooni AS (in bankruptcy), Tellisco AS (in bankruptcy), Kiviter RAS (in bankruptcy), etc.