Limited Liability Company (Osakeyhtiö, Oy)

Separate and distinct legal entity. Managed by a board of directors, which is responsible for making major business decisions and overseeing general affairs of the company. Directors are elected by the shareholders of the Oy. The managing director (optional), who runs the day-to-day operations of the Oy, is appointed by the board of directors. Other officers are appointed by the board of directors or by the managing director.

Note: There are other legal forms in Finland but the limited liability company is the most commonly used.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

• Unlimited number of shareholders
• Generally no personal liability of the shareholders
• Taxed on its earnings at a corporate level (currently 20 percent), and shareholders are taxed on any distributed dividends
• Typical charter documents include:
  • Articles of association
  • Agreement of incorporation
  • Organizational board resolutions
  • Stock certificates
  • Stock ledger
• Incorporated by registration with the Finnish Trade Register (Kaupparekisteri)
• Board of directors has overall management responsibility; managing director has day-to-day responsibility
• Shareholders typically purchase stock in the company; separate classes of shares with different rights (eg, voting, dividends) are commonly used
• Annual report is filed annually with the Finnish Trade Register (Kaupparekisteri)

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

• Private Limited Liability Company (Oy): EUR0
• Public Limited Liability Company (Julkinen osakeyhtiö, Oyj): EUR80,000

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Shareholders of a company are generally not liable for the debts of a company aside from their financial contribution to the company.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

The profits of an Oy are taxed at 2 levels (commonly referred to as double taxation). First, the Oy pays a corporate tax on its corporate income; then shareholders pay tax on the distributed profits from the Oy. The Oy is subject to a Finnish corporate income tax rate, which currently amounts to 20 percent.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Signing of agreement of incorporation, payment of (possible) share capital and registration of agreement of incorporation with the Trade Register.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Well regarded and widely used. Most commonly used is the private company, and mainly only listed companies are public companies.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Required to hold annual meeting of shareholders to vote on certain items, such as adoption of annual accounts and resolution on discharge from liability for members of the board of directors and the managing director.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

No statutory minimum number requirement. In practice, at least 1 meeting needs to be held yearly.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Must annually file tax returns with the Finnish tax authorities.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Initial registration, annual filings of annual accounts and filing of changes of registered issues.

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Osakeyhtiö (Oy)

No need to change as business expands. If securities issued by the company are listed at a regulated market, then company must change its category from private to public.

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Osakeyhtiö (Oy)

File dissolution documents with the Trade Register.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Annual shareholders' meeting, which can be completed per capuslam (ie, by written consent by all shareholders), shall be held within 6 months after the end of each financial year. Annual reports are required to be filed with the registration authority.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

A legal person may not serve as a director. A director must be over 18 years of age. They must not be declared bankrupt, be prohibited to carry on business or have a guardian.

For more information on directors’ duties, see our Global Guide to Directors’ Duties.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Not applicable for this jurisdiction.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

In the event an Oy has no authorized representative (ie, board member, managing director or special company signatory) who is resident in European Economic Area (EU, Norway, Iceland and Liechtenstein), the board of directors shall authorize a person who is resident in Finland to act as person authorized to receive service of process on behalf of the company.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Not required.

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Osakeyhtiö (Oy)

Not required.

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Osakeyhtiö (Oy)

An address is needed, but there are no requirements as to the presence of directors or employees at that address.

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Osakeyhtiö (Oy)

Allowed for incorporation.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Allowed, but internal rules/insurance limitations may restrict law firm professionals from taking the role of a director. Even though a secretary is not required, law firms typically provide that kind of service.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Shareholders: None.

Directors (unless granted an exemption by the Trade Register): At least 1 ordinary member of the board shall be resident within the European Economic Area.

Managing director and possible deputy managing director (unless granted an exemption by the Trade Register): Required to be resident within the European Economic Area.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Nominee directors are not allowed.

Information about the shareholder must be entered into the register of shareholders kept by the company. If shares are issued through the book-entry system, it is not prescribed that the registered account holder is the beneficial owner of the shares.

According to anti-money laundering legislation, companies which are not publicly listed are obligated to keep records of natural persons who are directly or indirectly beneficial owners of over 25 percent of shares or votes of the company or who have de facto control in the company.

Companies which are not publicly listed are also obligated to register to the Trade Register natural persons who are directly or indirectly beneficial owners of over 25 percent of shares or votes of the company or who have de facto control in the company. Registration information is available to those who have under anti-money laundering rules right to receive that information.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Directors of the board are elected by the shareholders and are the highest authority in the management of the Oy; they govern the organization by establishing broad policies and objectives. A managing director is appointed by directors to manage the day-to-day operations of the Oy. Board of directors issues instructions regarding allocation of work between the board of directors and the managing director. The managing director is always authorized to represent the company and sign documents on its behalf in matters related to the day-to-day management of the company.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Identity of directors and managing director is publicly disclosed; identity of shareholders of private, non-listed companies is not publicly registered. The Oy is, however, required to disclose the share ledger (which contains identity of shareholders) to anyone upon request.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

There must be a minimum of one shareholder, and there is no limitation on the number of shareholders.

Minimum director requirements: one director and one deputy director.

Where the board consists of one or two directors, at least one deputy director must be appointed. If the articles of association does not provide otherwise, the maximum number of members of the board is five. There is no maximum number of directors, which can be taken to the articles of association.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

1 shareholder is sufficient.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

The shareholders' meeting resolves upon removal of directors. Removal of managing director requires a board resolution. Directors and managing director may furthermore resign by notifying the board.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Where the board consists of 2 or more directors, a chairman shall be appointed.

Managing director is optional.

The board of directors may appoint 1 or more specially authorized signatories with authority to represent and sign on behalf of the company (no decision-making powers).

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

No statutory minimum number requirement. In practice, at least 1 meeting must be held yearly. A meeting can be held by telephone or completed via consents by all directors.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

For a shareholders' meeting, no specific quorum requirements apply. For directors, at least more than half of directors must participate in a board meeting.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Where the share capital shall be paid in cash, opening a bank account with a bank is required. The bank must be properly regulated, but it does not have to be Finnish.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

An Oy shall have at least 1 auditor where the company fulfills more than 1 of the following conditions during the 2 most recent financial years:

• The average number of employees exceeded 3
• The company's reported balance sheet total exceeded EUR100,000
• The company's reported net turnover has exceeded EUR200,000

The appointed auditor shall be an authorized public accountant (HT or KHT) and must be resident within the EEA. Furthermore, a registered accounting firm may serve as auditor.

Accounting documents must be kept in a manner ensuring that they can be easily made available for local authorities and the auditor of the company.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Par value may be used but it is not mandatory.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

The issue of new shares in relation to prior shareholdings may be decided by a simple majority of the shareholders' meeting. If the issue is not in relation to prior shareholdings, a qualified majority will be needed. The shareholders' meeting may authorize the board of directors to decide about the issue of new shares. The issue of new shares needs to be registered in the Trade Register. If the articles of association must be amended, a decision by the shareholders' meeting with a qualified majority is needed.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Funds can be repatriated abroad from Finland via dividends or redemption.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

The general rule under Finnish law is that shares may be freely transferred and acquired. Transferability may be restricted by provisions in the articles of association regarding only the pre-emption clause and consent clause. Transferability may be restricted by provisions in a shareholders' agreement.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

In case the client plans to make transactions, investments, open a bank account or similar, certain KYC requirements apply.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Typically, a majority of 2/3 of the votes cast as well as represented at the shareholders' meeting must formally approve any amendment of the articles of association. Some amendments, such as changes in the legal relationship between shares or restrictions on the right to transfer shares in the company, require approval by all of the shareholders affected.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Typically none. Specific licenses may be required for certain types of business.

Last modified 2 Aug 2023

Osakeyhtiö (Oy)

Shelf companies can be purchased from service providers.

Last modified 2 Aug 2023