The most common type of legal entity used by businesses in Finland is the limited liability company. Foreign companies may alternatively establish a Finnish branch.
Documents needed for the registration of a limited liability company in Finland comprise:
- The founding agreement
- The articles of association
- Protocol of the board of directors (usually required by banks for opening a bank account for the company)
- Application form
- Receipts concerning the payment of the company’s share capital and the registration fee.
Before the documents are submitted to the National Board of Patents and Registration of Finland for registration, a bank account needs to be opened for the company to enable payment of the share capital. The availability of the selected company name should also be checked in advance.
Preparation of the necessary documents and registration of the company requires approximately 3-5 weeks. The share capital of a Finnish limited liability company must be at least 2500 €.
A Finnish limited liability company is required to have a board of directors. It consists of ordinary and deputy members.
If the board consists of at least three ordinary board members, no deputy board members are required. In this case one of the board members must reside in a country belonging to the European Economic Area. Correspondingly, if the board has less than three ordinary board members, the shareholders must appoint at least one deputy board member. In this case one of the ordinary board members and one of the deputy board members must reside within the EEA.
If none of the board members reside in Finland, the company must have a representative in Finland authorized to receive notifications on behalf of the company.
If the company has more than one shareholder, we recommend the shareholders to conclude a shareholders agreement providing for the company’s objectives, its management and the composition of the board, disposal of shares, pre-emptive rights and rights of first refusal, valuation of shares in different situations, financing of the company, distribution of profit, non-competition, and other relevant issues.
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