The act that governs all the Finnish organization and function of all types of limited liability companies is the Companies Act, also known as osakeyhtiölaki (first posted in 1978 and reformed in its entirety in September 2006). It applies to the public and private companies as well.
This act governs all the concerns regarding the Limited Liability Companies in Finland, in matters such as: the company operations and the applications of this, incorporation of a limited liability company, shares, administration and financial statements(the general meeting, management and representation of the company, audit and special audit, equity, financial statements, annual report and group),finance(share issue, increase of the share capital, capital loan),distribution of the company assets, changes in company structure and the dissolution of the company, sanctions and remedies.
Establishment and articles of association of an OY:
The first step in setting up a limited liability company in Finland is the preparation of the Memorandum of Association, signed by the shareholders. This has to be registered at the Trade Register within three months from signing it. Also the articles of association (containing the company name, the headquarters and the type of business) must be included in the registration.
The minimum share capital for a Finnish limited liability company is 2.500 euro and 80.000 euro if it’s a public one.
Leadership and representatives of the Finnish company:
A Finnish limited liability company must have a Board of Directors, responsible for the proper control of the company accounts and finances.
It may also have a Managing Director and a Supervisory Board, if the dimension of it requires it.
The Managing Director must make sure that the accounts of the company are in accordance with the law and that its financial affairs have been arranged in a reliable manner .
The Supervisory Board supervises the administration of the company (the responsibility of the Board of Directors and the Managing Director).
Is not compulsory for the shares to have a nominal value, (in certain cases it may have in the future but this should be specified in the articles of association.)
Changes in the company structure and the dissolution of the company:
An Oy can merge in another limited liability company, the assets and liabilities of the merging company are transferred to the buying company (also it may transfer cash, further assets and future enterprises). The shareholders of the merging company receive shares in the acquiring company.
A limited liability company can be changed in a public one if it meets the demands of a public company. In this case it must amend the Articles of Association within a month from the General Meeting decision and register it at the Trade Register, if not, the changing decision fails.
The decision of liquidation can only be taken by the General Meeting, and it’s made for paying the company’s debts(by changing the needed amount of assets into cash).After this, the surplus is returned to the shareholders or others, as specified in the Articles of Association.