There are several company forms in Finland. Common forms are as following:
- general partnerships,
- limited partnerships
- limited liability companies.
Limited liability companies have three different types:
- private limited liability company,
- public limited liability company
- European company.
It is noteworthy to notice that in Finland there does not exist trust institution equivalent to the common law system.
The limited liability company is the most common company form in Finland. The limited liability company provides flexible regulation permitting effective company actions. This form of business has legal personality, liability of shareholders is restricted as well as its shares are transferable. All these features make the limited liability company preferred form for business activity in Finland when considering various available forms.
Registration and formation of a limited liability company in Finland
A limited liability company must be registered with the Finnish Trade Register within three months of signing the memorandum of incorporation. A notification of start-up must be submitted to the Finnish Trade Register as well.
Notification documentation must include: i) basic information of the established company, ii) the memorandum of incorporation, iii) the articles of association and iv) certain other documentation.
In addition, the share capital if indicated must be paid in full before registration. In practice registration takes from two to ten weeks depending on current work load of the Finnish Trade Register. However, if the company is not reported for registration within three months, the company’s formation expires. For a special reason registration can be requested to be conducted in an express process.
Informing requirements of Finnish companies
It is to be noticed that companies must submit their annual accounts to the Finnish Trade Register. Furthermore, additional stricter reporting requirements, such as preparation and publication of half-year reports, apply to publicly traded companies.
In addition, most companies must file a notification of their actual beneficial owners with the Finnish Trade Register. For example, limited liability companies and co-operatives must file a notification.
Further to this, companies must also submit their income tax returns to the Corporate Tax Office within four months of the closing of their accounting year.
Share capital requirements in Finland
Currently there are no minimum or maximum share capital requirements in Finland.
Branch Offices in Finland
In Finland a foreign company may perform business activities through a branch office as well. The branch office is trading from a fixed place of business in the company’s name and on its behalf. The trade name of the foreign company must be in the trade name of the branch office with a supplement in Finnish or Swedish to indicate its status as a branch. The governing body of the foreign company shall make the decision to establish a branch office in Finland.
The Trade Register Act enacts detailed provisions on the compulsory registration of a branch office. Furthermore, it is to be noticed that there are requirements such as filing of the annual accounts of the foreign company with the Finnish Trade Register which must be followed.
For further information please contact your current contact person or named specialist on this page. We are pleased to provide further information on the above issues.