Before starting operations the branch of a foreign entrepreneur must submit a basic notification using the start-up notification Y1 and the Trade Register attachment form 3. The forms are available here or by order from the National Board of Patents and Registration. Forms are also available at city administrative courts, Employment and Economic Development Centres and Tax Administration offices.
The start-up notification form is signed by a person authorised to write the business name or appointed as a representative of the branch or someone authorised by such person. If the notification is signed by a person authorised to do so, the original power of attorney granted to the authorised person must be delivered to the trade register authority.
The following information must be included in the basic notification of a branch of a foreign entrepreneur
• the business name and domicile of the branch
• the postal address of the branch
• the accounting period
• the business name and legal form of the entrepreneur, as well as the business name of the branch (the business name of the branch must include the business name of the foreign entrepreneur and an addition indicating it is a question of a branch, such as 'sivuliike Suomessa' ('branch in Finland').
• the register in which the entrepreneur establishing a branch has been entered in its home country and the entrepreneur's registration number in the register
• the personal details of a representative referred to in Section 6(3) of the Act on the Right to Carry on a Trade. The representative is a person who is entitled to receive summons and other notifications on behalf of the trader. If the trader is a foreign corporate body or foundation that is founded under the legislation of a country belonging to the EEA and has its domicile (designated in the statutes), its central administration or head office in a country belonging to the EEA, the representative must be resident in the EEA. In other cases, the representative must be domiciled in Finland
• personal data of each person authorised to write the business name of the branch and how the business name must be signed
• persons authorised to represent the business as a statutory organ or a member of such an organ and their personal information ('statutory organ' often refers to the Board of Directors of the foreign enterprise. Each situation must be interpreted in accordance with the legislation of the home country of the foreign corporation or foundation.) |
If the statutory domicile, central administration or main place of business of a foreign entrepreneur is located outside the European Economic Area, the State whose legislation the entrepreneur establishing a branch is subject to must be indicated on the basic notification, as well as the statutory domicile, central administration or main place of business of the entrepreneur. If a foreign entrepreneur not domiciled in the EEA is a limited liability company, or a comparable company, its share capital or comparable capital must also be noted in the basic notification, unless this information is shown in the Charter of Foundation, the Articles of Association or another comparable document.
The following documents are to be attached:
• an account of the establishment of a branch (for example, minutes of the meeting of a Board of Directors)
• an account of appointing a representative as defined in Section 6, Paragraph 3 of the Act on the Right to Carry on a Business (for example, minutes of the meeting of a Board of Directors)
• an account of the people representing the business as a statutory organ or a member of such an organ, and of the granting of the right to write the business name and of how the business name must be signed
• an extract from the register in which the foreign entrepreneur has been entered in its home country, or another account of the existence of the entrepreneur
• a copy in Finnish or Swedish, or a legally valid translation into one of these languages, of the entrepreneur's Charter of Foundation, the Articles of Association, rules or other corresponding documents
• if the corporation of foundation establishing a branch is located outside the EEA, an account is required of a permit granted for the establishment of a branch. See permits for foreigners.
• if a person to be registered does not have a Finnish personal identity number and has not been included in the register extract concerning the foreign corporation or foundation, an account of the existence of the person in question, such as a certified copy of the person's passport, is required as an attachment. |
A copy of the minutes of the meeting of the Board of Directors of the foreign company is often used as an account of the establishment of a branch, appointment of a representative and the granting of rights to write the business name of the branch. However, the legislation of the home country determines the organ authorised to decide on these matters. Organs representing the company by virtue of law are often shown by the trade register extract issued by the authorities in the company's home country.
If the notification is accompanied by a document in a foreign language, a translation thereof into Finnish or Swedish must also be attached to the application.
Start-up notifications (in Finnish and in Swedish) are available on the Business Information System (BIS) website.
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