New auditor after a business acquisition: prepare access to relevant information from the latest audit under Section 275 UGB.
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Salzburg law firm for corporate, company and transaction law
Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.
After a business acquisition, the target company may have a new auditor. Information from the latest audit is often important for that auditor’s work. Section 275(1) of the Austrian Business Code, or UGB, requires the previous auditor, on a written request, to grant the successor auditor access to relevant information about the audited company and the most recently completed audit.
The statutory access concerns the relationship between the auditors. The buyer and seller can organise the change and coordinate company records. That does not create a general right for the buyer to obtain the previous auditor’s working papers.
This post separates access under Section 275 UGB from contractual due diligence, a warranty on the annual accounts and seller liability. For the wider review of operating permits, environmental obligations and legacy contamination, see the separate post on environmental records. The statutory basis for the auditor handover remains a distinct issue.
Answer two questions about the written request and its connection with the audit.
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Identify the sender, audited company, latest audit and the information specifically requested.
Record which auditor is making the request, which company and latest audit it concerns and when the request was received.
A concrete list of open questions makes coordination between the auditors easier.
Document the information requested, the transfer and any follow-up questions. Access should remain connected to the audit purpose and the information that is actually relevant.
The company can coordinate the change operationally. The statutory access duty under Section 275(1) UGB concerns the relationship between the auditors.
Describe which audit question is to be answered by which information. This separates statutory access from a blanket demand for every document.
If relevance remains disputed, preserve the request, the response and the unresolved issue for the individual assessment.
A change of auditor creates an information gap if the successor has to reconstruct the previous audit without being able to ask focused questions. Section 275(1) UGB addresses this gap through a specific access duty. On the successor auditor’s written request, the previous auditor must provide access to relevant information about the audited company and the most recently completed audit.
The timing matters in a business acquisition. In a share deal, the target remains the same legal entity. Audit findings, open questions and previously audited matters therefore remain part of its information base even when a different auditor acts after closing.
The provision regulates access between auditors. It does not govern the appointment of the new auditor and does not decide how a transaction risk is allocated under the purchase agreement. Those issues require a separate review of the corporate and transaction documents.
The written request should identify the successor auditor and the audited company. It should also identify the most recently completed audit and the audit questions for which information is needed.
A focused request may concern a particular audit finding, an unresolved accounting question, a matter addressed in the audit report or an outstanding reconciliation. The request should explain why the information matters for the successor audit. Section 275(1) UGB does not state a specific response period for this access request.
For an acquisition, the request, proof of delivery, response, transferred information and outstanding questions should be kept in one traceable record. This shows which information was already available and which issue still needs to be clarified during the handover.
The concrete selection depends on the successor audit question and the most recently completed audit.
| Review field | Key question | Practical classification |
|---|---|---|
| Company Audited company | Which information about the target is required for the audit? | Identify company, period and audit question |
| Latest audit Most recently completed audit | Which finding or follow-up concerns the latest audit? | Tie the request to the specific matter |
| Open question Unresolved issue | What information is still needed for the next audit step? | Record question, relevance and response status |
| Transfer Access and evidence | What information was transferred, when and to whom? | Keep the transfer and follow-up traceable |
| Business secret Confidentiality | Does use remain tied to the statutory audit purpose? | Do not infer a general release to other parties |
Section 275(1) UGB links access to relevant information about the audited company and the most recently completed audit.
Keep relevance precise: Statutory access concerns relevant information exchanged between auditors. Section 275(1) UGB does not give the buyer a blanket right to the previous auditor’s entire working file.
Section 275(1) UGB generally requires the auditor to keep information confidential. Business and trade secrets learned in the course of the work must not be used without authorisation. The same subsection expressly regulates access to relevant information for the successor auditor.
Both statements operate together. The statutory audit purpose explains why access between the previous and successor auditor is possible. It does not make the information freely usable. The request and the transferred material should therefore remain connected with the successor audit and be handled within that purpose.
The same access sentence also applies to the relationship between the auditor and the auditor of sustainability reporting. For the transaction, it remains necessary to identify which audit is being taken over and which information is relevant for it.
The company should record when the successor auditor was appointed or engaged and which audit was most recently completed by the previous auditor. These details establish the organisational setting. The statutory access then requires the written request from the successor auditor.
The parties can make the handover visible in the data room or closing list. Useful records include the request, delivery evidence, answered questions, transferred information and unresolved points. The record should distinguish company information from information held by the previous auditor.
This list does not replace an individual legal assessment. It helps separate an auditor handover from other transaction questions. This post does not assess an accounts warranty, a purchase-price adjustment, an indemnity or seller liability for a particular finding.
If no response arrives or the reply addresses only part of the request, first preserve the request, delivery evidence, explanation of relevance and previous communications. A precise record shows whether the same audit question remains open or whether the request itself needs refinement.
Section 275(1) UGB does not state a specific response period for this information request. The absence of a response therefore does not automatically determine the next legal step. The assessment depends on the request, its delivery, the audit concerned and the procedural position.
In an acquisition, the unresolved information issue should be marked separately in the handover or closing record. The buyer, company and both auditors can then clarify what information is still needed and whether a separate contractual issue must be addressed.
Section 275(1) UGB regulates access on the written request of the successor auditor. The buyer can support the change and coordinate company information. It does not follow that the buyer has a general right to the previous auditor’s entire working file.
The provision refers to relevant information about the audited company and the most recently completed audit. The concrete scope depends on the audit question. It does not establish a blanket duty to transfer every document.
No. Section 275(1) UGB creates targeted access for the successor auditor and continues to require confidentiality. Business and trade secrets may not be used without authorisation outside the statutory audit purpose.
Section 275(1) UGB does not state a specific response period for this request. Preserve the request, delivery, relevance and response status. The appropriate next step depends on the individual circumstances.
Review environmental records and public-law obligations of the target.
Structure review fields and documents in a business acquisition.
Classify share-deal completion and the companies register.
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