An independent investigation into a defined question
A focused investigation can help when an ordinary statutory audit does not answer a particular concern about an event, period, financial matter or administration.
What does ‘special audit’ mean?
In practice, the term is often used for an independent investigation limited to a particular question, event or period. An ordinary statutory audit covers the financial statements, accounting and administration as a whole. A focused engagement instead addresses the questions for which the commissioner needs a documented answer.
A focused investigation can be commissioned by a board, owners, an estate administrator or another party with the right to commission the work and access the records. Scope, intended use and reporting are agreed in the engagement contract.
In Finland, “special audit” is also used informally for the procedure under the Limited Liability Companies Act (osakeyhtiölaki). The Act's term is erityinen tarkastus (statutory special audit). This is an examination ordered by an authority, subject to statutory rules on the general meeting, minority support, application and deadline. Not every voluntarily commissioned investigation is a statutory special audit.
When can an independent investigation help?
The purpose and scope are always agreed case by case. Possible questions include:
- Suspected misconduct or embezzlement
- Review of management or board actions
- A financial question in a shareholder dispute
- Related-party dealings or individual transactions
- Financial basis of a possible damages claim
- A limited financial investigation for a bankruptcy estate or its administrator
- Another clearly defined financial question
Ordinary financial due diligence for an acquisition is a different service. If you need to review the finances of a business being bought or sold, explore our M&A due diligence support.
Statutory special audit under the Finnish Limited Liability Companies Act
A shareholder can apply to the Finnish Supervisory Agency (Lupa- ja valvontavirasto) for a special audit of a company's administration and accounts for a specified past period or specified measures or matters. The main steps are:
- 1
Raise the proposal at a general meeting
It is considered at the annual general meeting or another general meeting whose notice lists the matter.
- 2
Secure the required minority support
An application can be made if at least one tenth of all shares or one third of the shares represented at the meeting support the proposal.
- 3
Apply within one month
The application to the Finnish Supervisory Agency must be submitted within one month of the general meeting.
- 4
Authority assesses the grounds
The authority grants the application if it considers there are weighty reasons and appoints a special auditor. The Act separately regulates the special auditor's qualifications and statement.
Check the correct procedure, wording of the proposal and deadlines for the individual case before the meeting or application.
How does JTT's focused investigation proceed?
Useful independent findings depend on a clear scope, documented work and comprehensible reporting.
- 1
Initial discussion and scope
We identify the questions, period and intended use of the report.
- 2
Define the material
We agree what accounting records, contracts, decisions and other documents are required and how they will be provided.
- 3
Analysis and procedures
We focus procedures on the defined questions and document the work and basis for findings.
- 4
Interviews and reconciliations
Where needed, we interview relevant people and reconcile information from different sources.
- 5
Written report
We report findings within the agreed scope, their basis and any material limitations.
- 6
Review of findings
We discuss the report with the commissioner and answer questions about its findings.
What does a special audit cost?
Fees depend on the amount and complexity of work, particularly:
- the breadth of the scope;
- the period examined;
- the number of documents and transactions;
- availability and organisation of the records;
- the need for interviews or specialist input; and
- the extent of reporting.
Once the questions and records have been scoped, JTT can estimate the work and fee or provide a quote. No fixed fee fits every situation.
What do we need for an initial discussion?
- A brief description of what needs investigating
- The period concerned
- Key events and people
- What records are available
- How the report is intended to be used
Clear scope and independent work
Authorised auditors
Audit expertise and an understanding of financial reporting come together in the engagement.
Financial analysis
We identify the transactions relevant to the defined question, even in extensive records.
Independent approach
Findings are based on documented material and agreed procedures.
Proportionate scope
Focusing on what matters helps manage time and cost.
Working with a lawyer
Where findings may have legal consequences, the work can be coordinated with the client's lawyer. JTT does not provide legal advice.
Clear reporting
A written report and review of findings support informed decisions.
Frequently asked questions about special audits
How does a statutory audit differ from a special audit?
A statutory audit covers financial statements, accounting and administration as a whole. A focused assignment deals with a defined question, event or period. A statutory special audit under Finnish company law is a separate authority-ordered procedure.
Can one shareholder order a statutory special audit?
No. A shareholder can propose it at a general meeting, but the application needs the statutory minority support. It must be submitted to the Finnish Supervisory Agency within a month of the meeting; the authority assesses whether there are weighty reasons and appoints a special auditor.
How long does an investigation take?
It depends on the scope, period, volume and availability of the records and whether interviews are needed. We assess timing when agreeing the scope.
What will it cost?
The fee reflects the amount and complexity of work. After scoping, JTT can estimate the work and fee or provide a quote. One fixed fee cannot cover every situation.
Need an independent investigation?
In our initial discussion, we define the questions, material required and purpose of the work.
Wondering when's the right time to reach out?
Better too early than too late. A 30-minute free consultation will move you forward.