A Limited Liability Company in Finland is also known as osakeyhtiö(Oy), and it’s the most usual form a small or medium company can take.
In Finland setting up an Oy is covered by the Companies Act, fully reformed in 2006.
There’s a minimal share capital of 2,500 euro (cash or property) that has to be deposited into a bank before the company registration.
To establish an Oy in Finland, a Memorandum of Association must be developed and signed. This Memorandum includes: the date of the Memorandum, information regarding the Management Board, the auditors, the shareholders, the shares, the price of the shares, the payment term of the shares.
Also next to the Memorandum of Association the entrepreneur must enclose: the name of the company, the domicile and the type of business. These are all included in the Articles of Association.
Within three months after signing the Memorandum, the company must be enrolled at the Trade Register; otherwise the setting up the company expires.
A Limited Liability Company in Finland can be formed by one or more legal persons.
All the shareholders have equal rights in the company except the case when the difference it’s clearly stipulated in the Memorandum of Association.
An Oy in Finland must have a Board of Directors (according to the Companies Act), elected by the General Meeting of Shareholders.
The Board of Directors must include one or two common members and at least one adjunct. It is responsible for the administration and the suitable disposal of the operations as well as for the proper monitoring of the accountancy and the check of the financial issues of the company.
Also a managing director, named by the Board of Directors must be invested. In the matters which belong to his tasks he has the right to represent the Company. Furthermore, it is the duty of the Managing Director to see if the accountancy and that the financial issues are being handled reliably.
Extended or unusual acts (considering the scope and the kind of the company’s transactions) may be taken by the Managing Director only when he's authorized by the Board of Directors.
Also an external audit can be requested by a shareholder, at Ordinary General Meeting or at a General Meeting where the matter is according to the notice to be approached. The special auditor can be an individual or an audit firm.
It is not mandatory for a Finnish LTD company to name an internal auditor unless certain conditions are met: the staff is composed by more than three employees, the balance sheet total overcome 100.000 euro; net sales or appropriate gains overcome 200.000 euro.
As a special requirement in setting up an Oy, at least half of the Board of the Directors must be EU residents. Also a Finnish headquarters is requested for a Limited Liability Company in Finland.