A limited liability company must file a notification for registration within three months of the signing of the Memorandum of Association. In other cases the foundation will become void. The amount payable for the shares must be in the possession and control of the company before it files an application for registration. A limited liability company is established when it is entered in the trade register.
Limited liability companies use the start-up notification form Y1. They must also complete the attachment form 1 for the trade register. The start-up notification form and the attachment form are delivered as original. The following documents are to be attached:
• Memorandun of Association as original
• Receipt of the handling fee must be attached to the form. |
Required attachments to a start-up notification concerning a limited liability company:
• Original Foundation Contract
• Articles of Association (can be a part of the Memorandum of Association or its separate attachment) and when necessary
• The minutes of the Board meeting (for example, about procuration holders, auxiliary business names, etc.) |
Additional clarification for foreigners:
• For a foreign person (By foreign person it is meant a person who does not have a Finnish social security number.): a copy of the person's passport or other reliable clarification of identity
• For a foreign company which is a shareholder: an extract from the register of the company's home country. |
In case of a licenced trade, a copy of the trade licence is attached to the trade register notification. If a licence has not yet been granted, the applicant may file the basic notification with the trade register and deliver a copy of the licence to the trade register once it has been granted.
In a limited liability company the members of the Board of Directors are responsible for filing the start-up notification. The notification must be signed by a person responsible for the notification or someone authorised by such person. If the representative signs the start-up notification, the notification must be attached with the original power of attorney or individual power of attorney as a verified copy. See Start-up notification of a limited liability company Y1, p. 2.
Using the attachment form I to the start-up notification form Y1 for limited liability companies, all the members of the Board of Directors and the Managing Director affirm that the provisions of the Companies Act have been observed when founding the limited liability company, that the shares have been paid in full and that the company is in possession and control of the amount paid for the shares. See Start-up notification of a limited liability company Y1, p. 1.
The limited company formation package includes all the documents you need to form a limited company and notify it to the Trade Register: Memorandum of Association, Articles of Association, Start-up Notification Form Y1 and the Trade Register´s Appendix Form 1.
Start-up notifications (in Finnish and in Swedish) are available on the Business Information System (BIS) website.
