| | Web sisällön esitys National Board of Patents and Registration of Finland Handling Fees (National Board of Patents and Registration of FInland) Advocate Finder (The Finnish Bar Association) Closing down of business (Natiional Board of Patents and Registration of Finland) | ||
| CLOSING DOWN AN ENTERPRISE FOR LEGAL PURPOSES When an enterprise included in the Trade Register is voluntarily closed down, only a closing notification to the Trade Register is required if it is a question of a private entrepreneur. In the case of a partnership, a unanimous decision of the partners may close down the enterprise without any separate liquidation proceedings and then submit a notification of closing down the enterprise to the Trade Register. However, a limited liability company or a cooperative cannot be closed down by merely submitting a notification to the Trade Register; instead, liquidation proceedings will be necessary. During the liquidation proceedings, the financial status of the limited liability company or cooperative will be assessed, the assets will be liquidated, debts will be paid and the remaining net assets will be divided among the shareholders or partners, or distributed in another manner that has been provided for in the Articles of Association or by-laws. An enterprise may also be closed down because of bankruptcy. The term bankruptcy means insolvency proceedings regarding all debts in which the assets of the debtor will be used to pay off the liabilities of the bankruptcy estate. When an enterprise is declared bankrupt, the debtor loses the right to govern their assets. Private entrepreneurWhen the enterprise of a private entrepreneur included in the Trade Register is closed down, a notification to the Trade Register must be sent without undue delay. Form Y5 of the Business Information System (YTJ) can be used by the entrepreneur to notify the Trade Register and also the Tax Administration registers: prepayment register, VAT register and employer register. The notification is free of charge. The form must be signed by the entrepreneur or a person authorised by the entrepreneur. If an authorised person signs the notification, an original power of attorney or individual power of attorney as a verified copy must be enclosed. Information regarding a private entrepreneur in the Trade Register may also be removed from the register on the basis of a decision of the National Board of Patents and Registration (PRH) if the entrepreneur has not submitted any Trade Register notifications in the past ten years and there is reason to believe that the enterprise has been closed down. In order to determine whether or not this is the case, the PRH will send a letter to the address included in the Trade Register. A public notice will be posted on the PRH website referring to enterprises that have not responded to such an enquiry and will state that they are still operating. If such an enterprise does not submit a notification of continued business, the PRH will remove the enterprise from the register. The enterprise of a private entrepreneur may also be closed down because of bankruptcy. The term bankruptcy means insolvency proceedings regarding all debts in which the assets of the debtor will be used to pay off the liabilities of the bankruptcy estate. When an enterprise is declared bankrupt, the debtor loses the right to govern their assets. A court issues a judgement declaring bankruptcy. The applicant may be a creditor or the debtor. When issuing a judgement on bankruptcy, the District Court will also name an administrator to liquidate the bankruptcy estate. The administrator is usually a lawyer specialising in bankruptcies and who will take over the estate and start investigating its debts. The administrator will draw up an estate inventory which the debtor must verify by signing it. In exceptional cases, the verification may be requested from a court. Furthermore, the administrator will draw up a report on the debtor’s background information and business. Bankruptcy proceedings consist of several stages, and thus it is usually necessary to employ an expert’s assistance, such as a law firm. Furthermore, bankruptcy proceedings are subject to several charges. The Advisory Committee on Bankruptcies has issued a recommendation on administrator fees. According to the recommendation, the minimum fee for a bankruptcy estate that is easy to handle – meaning that the estate inventory and report on the debtor can be easily drawn up, the debtor does not have any assets or only has limited assets and the assets can be easily liquidated – is approximately EUR 2,000–3,000 during the first stage of the bankruptcy proceedings. If the value of the estate’s assets remains below EUR 20,000 when liquidated, the bankruptcy is usually cancelled due to lack of assets, and the assets that remain when the expenses have been paid are submitted to the execution officer to be divided among the creditors. If the estate does not have any assets, the administrator will be paid EUR 500 (+ VAT 22 %) from state funds when the bankruptcy is cancelled. If the estate has assets of more than EUR 20,000, the second stage of the bankruptcy proceedings will start. During the second stage, the creditors must monitor their receivables from the bankruptcy, and the receivables will be ratified by a judgement in bankruptcy of a District Court based on a distribution list drawn up by the administrator. For more information on the bankruptcy-related Trade Register procedure, please call the Trade Register consultation service, tel. + 358 9 6939 5900. When an enterprise is closed down, the party obliged to keep books or the party’s assignee, or the administrator in the case of completed bankruptcy proceedings, must ensure that accounting materials will also be properly archived after the closing down of the enterprise as set out in the Accounting Act (Accounting Act, Chapter 2, Section 10). When submitting a notification of closing down an enterprise in the Trade Register, the name and contact information of the party retaining the accounting materials must also be submitted. For further information, please visit: General partnership and limited partnershipWhen a partnership is to be closed down, a unanimous decision of the partners may close down the enterprise without any separate liquidation proceedings. An agreement in writing on closing down the enterprise should be made and signed by all the partners (including the silent partners in a limited partnership). When the enterprise has been closed down, a closing notification to the Trade Register must be submitted. Form Y5 of the Business Information System (YTJ) can be used as notification of closing to the Trade Register and also to the Tax Administration registers: prepayment register, VAT register and employer register. The notification is free of charge. The closing notification must be signed by at least one partner of a general partnership or the general partner of a limited partnership, or a person authorised by them with a power of attorney. If an authorised person holding a power of attorney signs the notification, the original power of attorney or individual power of attorney as a verified copy must be enclosed. If the closing notification has not been signed by all the partners or persons authorised by the partners, an additional report on the closing down of the enterprise must be enclosed. The report may be:
A general partnership or a limited partnership may also be closed down by means of liquidation or bankruptcy proceedings. If the partners are not unanimous on closing down the enterprise, the enterprise may be closed down by instituting liquidation proceedings. During the liquidation proceedings, the financial status of the enterprise will be assessed, the assets will be liquidated, debts will be paid and the remaining net assets will be divided among the partners. The partners will be the administrators, unless otherwise agreed. A court may also name an administrator for the liquidation proceedings. An application for naming an administrator may be submitted by a partner or a creditor in, for example, execution proceedings. The administrator must apply for a public summons for the creditors at a District Court, unless otherwise agreed by the partners. The administrator must also submit a notification of the liquidation to the Trade Register. When the enterprise’s assets have been divided or the enterprise is otherwise considered closed, the administrator named by the partners or a court must submit a notification of the closing to the Trade Register without undue delay. For more information on the Trade Register procedure, please call the Trade Register consultation service, tel. +358 9 6939 5900. A general partnership or a limited partnership that is unable to pay its debts may be declared bankrupt. The term bankruptcy means insolvency proceedings regarding all debts in which the assets of the debtor will be used to pay off the liabilities of the bankruptcy estate. When an enterprise is declared bankrupt, the debtor loses the right to govern their assets. A court issues a judgement declaring bankruptcy. The applicant may be a creditor or the debtor. If the company assets have been handed over to the bankruptcy estate and there are still assets remaining when the bankruptcy is cancelled, the enterprise must undergo liquidation proceedings. If there are no assets remaining when the bankruptcy is cancelled, the enterprise will be considered closed when the final account of the bankruptcy has been approved. The administrator must submit a notification of closing down the enterprise to the Legal Register Centre without undue delay. The notification of closing down the enterprise will be submitted to the Trade Register by the Legal Register Centre. Bankruptcy proceedings consist of several stages, and thus it is usually necessary to employ an expert’s assistance. Furthermore, bankruptcy proceedings are subject to several charges. The Advisory Committee on Bankruptcies has issued a recommendation on administrator fees. According to the recommendation, the minimum fee for a bankruptcy estate that is easy to handle – meaning that the estate inventory and report on the debtor can be easily drawn up, the debtor does not have any assets or only has limited assets and the assets can be easily liquidated – is approximately EUR 2,000–3,000 during the first stage of the bankruptcy proceedings. If the value of the estate’s assets remains below EUR 20,000 when liquidated, the bankruptcy is usually cancelled due to lack of assets, and the assets that remain when the expenses have been paid are submitted to the execution officer to be divided among the creditors. If the estate does not have any assets, the administrator will be paid EUR 500 (+ VAT 22 %) from state funds when the bankruptcy is cancelled. If the estate has assets of more than EUR 20,000, the second stage of the bankruptcy proceedings will start. During the second stage, the creditors must monitor their receivables from the bankruptcy, and the receivables will be ratified by a judgement in bankruptcy of a District Court on the basis of a distribution list drawn up by the administrator. Both liquidation proceedings and bankruptcy proceedings require such a high degree of special expertise that it is usually considered wise to consult an expert. Law firms are such experts. For more information on the liquidation- and bankruptcy-related Trade Register procedure, please call the Trade Register consultation service, tel. + 358 9 6939 5900. The National Board of Patents and Registration (PRH) may remove a partnership from the Trade Register if the partnership has not submitted any Trade Register notifications in the past ten years and there is reason to believe that the partnership has been closed down. In order to determine whether or not this is the case, the PRH will send a letter to the address included in the Trade Register. A public notice will be posted on the PRH website referring to partnerships that have not responded to such an enquiry and will state that they are still operating. If such a partnership does not submit a notification of continued business, the PRH will remove the partnership from the register. When a partnership is closed down, the party obliged to keep books or the party’s assignee, or the administrator in the case of completed bankruptcy proceedings, must ensure that accounting materials will be properly archived also after the closing down of the partnership as set out in the Accounting Act (Accounting Act, Chapter 2, Section 10). When submitting a notification of closing down a partnership in the Trade Register, the name and contact information of the party retaining the accounting materials must also be submitted. Limited liability company (osakeyhtiö in Finnish)A limited liability company may be closed down in the following ways:
Furthermore, a limited liability company may be closed down because it is removed from the register. A merger or a division requires special expertise, and an expert – such as a lawyer – should always be consulted. For more information on the Trade Register procedure in these cases, please call the Trade Register consultation service, tel. +358 9 6939 5900. The most common way of closing down a limited liability company is through liquidation proceedings. The proceedings consist of several stages, and an expert – such as a law firm – should be employed for assistance. A limited liability company cannot be closed down with a mere notification to the Trade Register. During the liquidation proceedings, the financial status of the limited liability company will be assessed, the assets will be liquidated, debts will be paid and the remaining net assets will be divided among the shareholders, or distributed in another manner that has been provided for in the Articles of Association. If the assets of the liquidated company are insufficient to pay its debts, the administrators must file for bankruptcy. Most often, an enterprise is placed into liquidation on the basis of a decision of the General Meeting. Liquidation proceedings may also be instituted by an authority. When the General Meeting has decided upon placing the company into liquidation and named the administrators, the administrators must submit a notification to the Trade Register without undue delay. Furthermore, the administrators must apply for a public summons for the company’s creditors. The application for a summons must be submitted to the National Board of Patents and Registration, which will enter the summons into the register ex officio. A public summons may be applied for when submitting the notification of liquidation proceedings and administrators. A public summons must also be applied for when the liquidation proceedings have been instituted by an authority. A limited liability company will be considered closed down when the administrators have presented their final account to the General Meeting. The final account and a notification of the limited liability company’s closing must be submitted to the Trade Register; this can be done simultaneously by submitting form Y4 to the Trade Register. In such a case, a note that the final account is being registered must be mentioned in the form under “Lisätietoja” (Additional information) and the final account must be enclosed. The notification is free of charge. A limited liability company may also be closed down through bankruptcy proceedings. A limited liability company that is unable to pay its debts may be declared bankrupt. The term bankruptcy means insolvency proceedings regarding all debts in which the assets of the debtor will be used to pay off the liabilities of the bankruptcy estate. When a company is declared bankrupt, the debtor loses the right to govern its assets. A court issues a judgement declaring bankruptcy. The applicant may be a creditor or the debtor. The assets of the limited liability company may be handed over to the bankruptcy estate on the basis of a decision of the Board of Directors, or – if the company is undergoing liquidation – based on a decision of the administrators. During the bankruptcy, the company as a bankrupt debtor will be represented by the Board of Directors and Managing Director, or administrators named before filing for bankruptcy. New Board members or new administrators may be elected during the bankruptcy proceedings. When a company entered into the Trade Register is declared bankrupt, a court must without undue delay submit a notification of the bankruptcy to the register authority. A notification submitted by a court will be entered into the register also when a bankruptcy is cancelled, expires or is terminated. If there are no assets remaining when the bankruptcy is cancelled or regulations on the use of the remaining assets have been stipulated during the bankruptcy, the company will be considered closed when the final account of the bankruptcy has been approved. The administrator must submit a notification of the final account to the Legal Register Centre without undue delay. The Legal Register Centre will further submit the notification to the National Board of Patents and Registration to be entered into the Trade Register. If there are assets remaining after the bankruptcy, the Board of Directors must call a General Meeting without undue delay to make a decision on continuing the business or placing the business into liquidation. Bankruptcy proceedings consist of several stages, and thus it is usually necessary to employ an expert’s assistance, such as a law firm. Furthermore, bankruptcy proceedings are subject to several charges. The Advisory Committee on Bankruptcies has issued a recommendation on administrator fees. According to the recommendation, the minimum fee for a bankruptcy estate that is easy to handle – meaning that the estate inventory and report on the debtor can be easily drawn up, the debtor does not have any assets or only has limited assets and the assets can be easily liquidated – is approximately EUR 2,000–3,000 during the first stage of the bankruptcy proceedings. If the value of the estate’s assets remains below EUR 20,000 when liquidated, the bankruptcy is usually cancelled due to lack of assets, and the assets that remain when the expenses have been paid are submitted to the execution officer to be divided among the creditors. If the estate does not have any assets, the administrator will be paid EUR 500 (+ VAT 22 %) from state funds when the bankruptcy is cancelled. If the estate has assets of more than EUR 20,000, the second stage of the bankruptcy proceedings will start. During the second stage, the creditors must monitor their receivables from the bankruptcy, and the receivables will be ratified by a judgement in bankruptcy of a District Court on the basis of a distribution list drawn up by the administrator. For more information on the bankruptcy-related Trade Register procedure, please call the Trade Register consultation service, tel. + 358 9 6939 5900. Removal from the Trade Register or placing into liquidation may be necessary, by virtue of the Companies Act, under the following circumstances:
An application to remove the company from the register can be submitted by the Board of Directors, a Board member, the Managing Director, the auditor, a shareholder, a creditor or another party whose rights depend on the company’s proper registration or liquidation. A free-form application on removing the company from the register must be submitted to the National Board of Patents and Registration (PRH). The PRH may remove a limited liability company from the Trade Register if the company has not submitted any Trade Register notifications in the past ten years and there is reason to believe that the company has been closed down. In order to determine whether or not this is the case, the PRH will send a letter to the address included in the Trade Register. A public notice will be posted on the PRH website referring to the companies that have not responded to such an enquiry and will state that they are still operating. If the company does not submit a notification of continued business, the PRH will remove the company from the register. If the bankruptcy of a limited liability company is cancelled due to lack of assets, the authority upholding the Trade Register will remove the company from the Trade Register when a court submits a notification of cancellation of the bankruptcy to the Trade Register. For the legal effects of the removal of a limited liability company from the Trade Register, please refer to the Companies Act. Once removed from the Trade Register, the company may no longer possess rights or acquire duties. The assets of a limited liability company removed from the Trade Register cannot be distributed without liquidation proceedings. There is, however, one exception to this regulation: representatives elected by a shareholder’s meeting of a limited liability company may divide the company’s assets within a five-year period after the removal from the Trade Register among those entitled to a dividend if the assets do not exceed EUR 8,000 and the company has no known debts. Those receiving assets will be held liable for paying the company’s debts up to the value of the sum they have received. For more information on Trade Register procedures when a limited liability company is placed into liquidation or bankruptcy, or when the company is merged or divided, please call the Trade Register consultation service, tel. +358 9 6939 5900. All of the above-mentioned procedures require extensive expertise, and thus an expert should be consulted. Law firms are such experts. A notification on closing down a limited liability company due to liquidation proceedings must be submitted using form Y4 of the Business Information System (YTJ). Attachment form 15 must be enclosed. The same form that is used to notify the Trade Register of the closing can also be used as notification to the Tax Administration registers: prepayment register, VAT register and employer register. When a company is closed down, the party obliged to keep books or the party’s assignee, or the administrator in the case of completed bankruptcy proceedings, must ensure that accounting materials will be properly archived also after the closing down of the company as set out in the Accounting Act (Accounting Act, Chapter 2, Section 10). When submitting a notification of closing down a company in the Trade Register, the name and contact information of the party retaining the accounting materials must also be submitted. For further information, please visit:Handling fees www.prh.fi/en/kaupparekisteri/hinnasto.html CooperativeA cooperative can be voluntarily closed down by means of liquidation proceedings. A cooperative cannot be closed down with a mere notification to the Trade Register. During the liquidation proceedings, the financial status of the cooperative will be assessed, the assets will be liquidated, debts will be paid and the remaining net assets will be divided among the partners, or distributed in another manner that has been provided for in the by-laws. If the assets of the liquidated cooperative are insufficient to pay its debts, the administrators must file for bankruptcy. The cooperative meeting must make a decision on placing the cooperative into liquidation if the cooperative’s by-laws state that it needs to be closed down or if the member count has fallen to less than three and will not increase to the minimum of three members within a year (mandatory liquidation). The cooperative meeting may also decide to place the cooperative into liquidation for some other reason (voluntary liquidation). Instead of making a decision on voluntary liquidation, the cooperative meeting may make a decision to submit an application on liquidation or removal from the Trade Register to the register authority. The register authority may also place a cooperative into liquidation or remove it from the register. The justification for such decisions is basically the same as for limited liability companies. Furthermore, a cooperative may be placed into liquidation or removed from the Trade Register if the cooperative has not entered into the register a Managing Director as required by its by-laws. A cooperative may also be closed down through bankruptcy proceedings. A cooperative that is unable to pay its debts may be declared bankrupt. The term bankruptcy means insolvency proceedings regarding all debts in which the assets of the debtor will be used to pay off the liabilities of the bankruptcy estate. When a cooperative is declared bankrupt, the debtor loses the right to govern its assets. A court issues a judgement declaring bankruptcy. The applicant may be a creditor or the debtor. For more information on the liquidation- and bankruptcy-related Trade Register procedure on cooperatives, please call the Trade Register consultation service, tel. +358 9 6939 5900. All of the above-mentioned procedures for closing down a cooperative require extensive expertise, and thus an expert should be consulted. Law firms are such experts. Furthermore, bankruptcy proceedings are subject to several charges. The Advisory Committee on Bankruptcies has issued a recommendation on administrator fees. According to the recommendation, the minimum fee for a bankruptcy estate that is easy to handle – meaning that the estate inventory and report on the debtor can be easily drawn up, the debtor does not have any assets or only has limited assets and the assets can be easily liquidated – is approximately EUR 2,000–3,000 during the first stage of the bankruptcy proceedings. If the value of the estate’s assets remains below EUR 20,000 when liquidated, the bankruptcy is usually cancelled due to lack of assets, and the assets that remain when the expenses have been paid are submitted to the execution officer to be divided among the creditors. If the estate does not have any assets, the administrator will be paid EUR 500 (+ VAT 22 %) from state funds when the bankruptcy is cancelled. If the estate has assets of more than EUR 20,000, the second stage of the bankruptcy proceedings will start. During the second stage, the creditors must monitor their receivables from the bankruptcy, and the receivables will be ratified by a judgement in bankruptcy of a District Court on the basis of a distribution list drawn up by the administrator. When a cooperative is closed down, the party obliged to keep books or the party’s assignee, or the administrator in the case of completed bankruptcy proceedings, must ensure that accounting materials will be properly archived also after the closing down of the company as set out in the Accounting Act (Accounting Act, Chapter 2, Section 10). When submitting a notification of closing down a cooperative in the Trade Register, the name and contact information of the party retaining the accounting materials must also be submitted. BranchA notification of closing down a branch must be submitted to the Trade Register without undue delay. The same form that is used to notify the Trade Register of the closing can also be used as notification to the Tax Administration registers: prepayment register, VAT register and employer register. The notification is free of charge. The notification must be submitted using form Y4 and appendix form 15. When submitting a notification of closing down a branch in the Trade Register, the name and contact information of the party retaining the accounting materials must also be submitted. The notification must be submitted using appendix form 15. The representative of the branch, a person authorised to sign the company name or a person authorised by either of these must submit the notification and sign form Y4. If an authorised person signs the notification, the original power of attorney or individual power of attorney as a verified copy must be enclosed. The notification is free of charge and no appendices are necessary. For further information on closing down enterprises, please visit the PRH website  | |||
