Jurisdictions Centre

	Key Corporate Features
	General
	Type of Company :		Oy/Ab	Oyj/Abp
	Political Stability:		Excellent
	Common or Civil Law:		Civil
	Disclosure of Beneficial Owner:		No
	Migration of Domicile Permitted:		No
	Corporate taxation:		Yes
	Language of name:		Latin Alphabet
	Corporate Requirements
	Minimum Number of Shareholders/Members:		One	One
	Minimum Number of Directors/Managers:		One – See below	Three
	Corporate Directors/Managers permitted:		No	No
	Company Secretary required:		No	No
	Usual authorised Capital:		€ 2,500	€80,000
	Local Requirements
	Registered Office/Agent :		Yes	Yes
	Company Secretary:		No	No
	Local Directors:		No	No
	Local Meetings:		No	No
	Government Register of Directors/Managers :		Yes	Yes
	Government Register of Shareholders/Members:		No	No
	Annual Requirements
	Annual Return:		Yes	Yes
	Submit Accounts:		Yes	Yes
	Recurring Government Costs
	Minimum Annual Tax/Licence Fee		Nil	Nil
	Annual Return Filing Fee :		N/A	N/A

Finland is situated in Northern Europe and forms the eastern part of Scandinavia. The country shares frontiers with Sweden to the west, with Norway to the north, and with Russia to the east. To the south Finland's neighbour is Estonia. Finland covers an area of more than 338,000 square kilometres.

» Population

The population of Finland is 5.2 million.

» Political Structure

Finland is a parliamentary democracy with a republican constitution. The legislative power of the country is exercised by parliament and the president of the republic. The highest executive power is vested in the president, who currently is Mrs. Tarja Halonen. Parliament comprises 200 members and is elected by universal suffrage for a period of four years. Finland has a stable political climate.

» Infrastructure and Economy

Finland is modern European country with a high standard of living. Finland has a free-market economy and is a member of the EU and EMU. Finland exports wood and paper products. Finland is well known for its hi-tech, especially telecommunications, industry, which dominates Finnish exports.

» Language

The official and spoken languages are Finnish and Swedish. However most people also speak some English.

» Currency

Euro

» Exchange Control

No exchange controls are imposed in Finland although formal reporting requirements are required by the Central Bank, these are mainly for statistical purposes.

» Type of Law

Civil Law.

» Principal Corporate Legislation

The Oy/Ab and Oyj/Abp are both governed by the Finnish Private Companies Act (Osakeyhtiölaki).
New Companies Act (624/2006)

» Type of Company

Oy/Ab    - Private Limited Company or LTD
Oyj/Abp - Public Limited Company or PLC

» Procedure to Incorporate

The promoter of the company will draw up and sign the Memorandum and Articles of Association. This together with evidence of the minimum share capital payment is then submitted to the Companies Registry for registration. A statutory general meeting of shareholder must also be held for the purposes of adopting the Articles of Association, electing the board of directors or director and the auditors.

» Restrictions on Trading

Yes, specified groups, which include for example, banking, insurance and financial services.

» Powers of Company

A Company incorporated in Finland has the same powers as a natural person.

» Language of Legislation and Corporate Documents

Finnish or Swedish.

» Shelf Companies Available

Yes.

» Time to Incorporate
Three to four weeks.

» Name Restrictions

A name that is similar to or identical to an existing company. A well-known name that is known to exist elsewhere.

» Language of Name

The name of the company can be expressed in any language using the Latin alphabet. The Registrar may request a Finnish or Swedish translation to ensure that the proposed name does not contravene name restrictions.

» Names Requiring Consent or a Licence

Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, co-operation, council, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or Insurance industries.

» Registered Office Required

Yes, must be maintained in Finland.

» Suffixes to Denote Limited Liability

Osakeyhtiö (Oy) in Finnish language or Aktiebolag (Ab) in Swedish language for private limited company and Julkinen osakeyhtiö (Oyj) in Finnish language or Publikt aktiebolag (Abp) for public limited company or the relevant abbreviations.

» Disclosure of Beneficial Ownership to Authorities

No.

» Authorised and Issued Share Capital

Private Company - The minimum share capital is EURO 2,500 and must be issued and fully paid.
Public Company - The minimum authorised share capital for a public company is EURO 80,000 and must be paid up.

» Classes of Shares Permitted

Ordinary shares, preference shares, deferred shares, redeemable shares and shares with full or with limited voting rights.

» Taxation

Tax is paid by companies in Finland based upon annual accounts, which are submitted to the Finnish tax authorities at the end of the company's financial year. A company is free to choose its own year-end. The current tax rate is 26%.

»Double Taxation Agreements

Finland is party to more than 60 double tax treaties.

» Licence Fees

None.

» Financial Statement Requirements

The introduction of new rules concerning the statutory auditing have recently been introduced.

A Finnish company only needs to appoint a Certified Auditor if two or more of below conditions are met during the accounting period and the preceeding accounting period:

- if the Balance Sheet (total assets or liabilities) exceeds €100,000
- if Turnover exceeds €200,000
- if the average number of employees exceed three (3)

Otherwise the Board of Directors self-certify the annual accounts/report.

However if OCRA provide officers to a Finnish client company, we require that the Company be audited by an external Certified Auditor even if the statutory requirements above are not met. This is in both our and the client's interest.


» Directors

Private Companies - One member of the board and one alternate member. They must be natural persons. A member may be of any nationality and need not reside in Finland, however at least half of the members of the board must reside within European Economic Area.
Public Companies - There is a two-tier management structure required for public companies and large private companies. This consists of a minimum of three board members who must appoint a CEO.

» Company Secretary

N/A

» Shareholders

The minimum number of shareholders is one. A company must maintain a public record of its shareholders

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Finland Fact Sheet	91KB	68KB
Enquiry Form		60KB
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Comparison Chart	114KB

Disclaimer

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.