A special audit is not an open-ended search. Review standing, concrete transactions, indications and the proposed audit scope under section 45 GmbHG.
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A shareholder dispute calls for corporate law, litigation strategy and commercial understanding from one team. Mag. Bernhard Brandauer is responsible for the legal advice; depending on the conflict, further specialised lawyers of the firm support safeguards, evidence, negotiations and court enforcement.
Contact the teamWhere information and inspection do not resolve a concrete suspicion, a special audit may be considered as a separate control route. It is not a substitute for general information rights or an open-ended search.
The application should identify the transaction, period, organs involved and tangible indications so that a limited audit mandate can be framed.
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Organise the transaction, alleged breach, audit period and available evidence. Review section 45 GmbHG against the current corporate and holding structure. Keep the proposed mandate within the supported suspicion.
Request specifically identified documents where an information or inspection right applies. Record what is known, what is only suspected and which facts are still needed for a special-audit application.
Section 22 GmbHG provides a statutory framework for information and inspection. Section 45 addresses the special audit. They have different requirements and should not be merged into an undefined request.
Start with a document matrix: which document is missing, who holds it, which transaction it concerns and which fact it may prove or disprove. The inspection-right guide describes the separate first step.
A workable application identifies the transaction, period, people or organs involved, relevant resolutions and the tangible indication of an irregularity. General dissatisfaction with management is not a sufficient working basis.
Draft questions that an independent auditor can answer from the company records.
Preserve lawfully accessible resolutions, contracts, accounting records, reports and communications. Separate established facts from allegations; strong wording is not evidence.
The special audit addresses the defined mandate. Any damages claim, minority action or other corporate step must be assessed separately after the findings.
No. Section 45 GmbHG concerns a separate audit route; information and inspection under section 22 are distinct.
A mere suspicion is not a reliable basis. The transaction, period and tangible indications must be made concrete.
The report addresses the defined mandate. Claims and further corporate steps must be assessed from its concrete findings.
Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.
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