Licence application to the Board of Patents and Registration from outside the EEA

States belonging to the EEA, from the pages of the Board of Patents and Registration
 

      Auditors
      Establishment for legal purposes
      Establishment documents
      Legal acts
      Administration and management
      Capital

A cooperative may be established by no fewer than three founders. The founders may be private individuals or corporations, or foundations of other legal entities. A founder must become a member of the cooperative.

The founder's place of residence or citizenship is not a decisive factor for the cooperative; foreigners may also act as founders. Non-EEA residents or those domiciled outside the EEA may also act as founders. No legally incompetent or bankrupt person may act as a founder. A founder must become a member of the cooperative.

Auditors

The Auditing Act specifies the circumstances when an auditor must be used.

If the Rules of the Cooperative allow, cooperatives that meet no more than one of the following conditions in both the closing accounting period and in the accounting period preceding it may neglect the appointment of an auditor:

The obligation to appoint an auditor also applies to a cooperative launching operations if the cooperative already has business operations that meet the conditions for auditing obligation in the launching stage.

HTM and KHT are titles for authorised auditors. HTM refers to an auditor authorised by a local Chamber of Commerce, and KHT refers to an auditor authorised by the Central Chamber of Commerce. The Auditing Act specifies the circumstances when an authorised auditor must be used. The new enterprises must appoint a KHT or HTM auditor or a KHT or HTM corporation.

If the organisation is subject to public trading or if at least two of the following conditions are met in the most recent accounting period, at least one of the auditors must be a KHT auditor or a KHT corporation:

A dated and signed consent for the task shall be obtained from the auditor and deputy auditor of a cooperative. The consent may be given in the start-up or amendment notification to be delivered to the Trade Register or Register of Foundations, or as a separate document. The auditors and deputy auditors must be submitted for registration in the trade register.

Establishment for legal purposes

For legal purposes, a cooperative is established when it is entered in the trade register maintained by the National Board of Patents and Registration. A cooperative must always submit a declaration for registration within six months of signing the Charter of Foundation; otherwise the foundation will become void.

Liability for an obligation resulting from an act undertaken on behalf of the cooperative prior to its registration shall, jointly and severally, lie with the persons who have participated in, or decided on, the said act.

Establishment documents

The establishment documents of a cooperative are

The founders of a cooperative, who will also become its members, prepare rules for the cooperative and the Charter of Foundation. The members sign the Charter and file the basic declaration to the trade register maintained by the National Board of Patents and Registration using the start-up notification form. It should be noted that a cooperative is only established as a legal entity when it has been entered in the trade register.

Legal acts

The Board of Directors represents the cooperative and signs for the cooperative. If the cooperative has a Managing Director, he/she has the right to represent the cooperative in matters related to the day-to-day management of the cooperative.

Those authorised to sign for the cooperative

It may be stipulated in the rules that a member of the Board of Directors or the Managing Director is entitled to sign for the cooperative, or that the Board of Directors (or Supervisory Board) may grant this right to its members, the Managing Director or another person.

The right to sign for the cooperative may also be restricted by stipulating that two or more persons shall jointly have the right to sign for the cooperative. Restrictions other than the above must not be entered in the trade register. The Board of Directors may at any time revoke a right to sign for the cooperative.

Holder of procuration

In a cooperative procurations are granted by the Board of Directors, unless it is stipulated in the rules that procurations are granted by the Supervisory Board. In a cooperative it is possible to stipulate that the holder of the procuration may only sign for the cooperative jointly with a member of the Board of Directors or another person authorised to sign for the cooperative. There are no statutory requirements concerning the citizenship or place of residence of the holder of procuration of a cooperative. The holder of procuration may be entered in the trade register.

Representative

A cooperative must have a representative who is domiciled in Finland. The representative is entered in the trade register. If the cooperative has a member of the Board of Directors, Managing Director or holder of procuration who has been entered in the trade register and who is domiciled in Finland, a separate representative is not required.

Administration and management

A cooperative must have a Board of Directors with a minimum of one and a maximum of seven members. If there is more than one member, one of the members must act as chairman. A cooperative may have a Managing Director, if so stipulated in the rules or decided by the Board of Directors. The rules may stipulate that the cooperative shall have a Supervisory Board. The Supervisory Board shall have a minimum of three members.

The members exercise their power of decision in matters related to the cooperative in general meeting of the cooperative.

Board of Directors

A cooperative must have a Board of Directors with a minimum of one and a maximum of seven members. An exception to the above is possible through a provision included in the rules. If there are fewer than three members, the Board must have at least one deputy member. When the Board of Directors has more than one member, one of them must act as chairman.

At least one of the members and deputy members must have a place of residence in the EEA, unless the National Board of Patents and Registration grants the company an exemption.

A general meeting of the cooperative elects the members of the Board of Directors. The rules may stipulate that the Supervisory Board elects the members of the Board of Directors. The rules may also stipulate that less than half of the members of the Board of Directors are to be appointed in a different order. A dated and signed consent for the task shall be obtained from the members and deputy members of the Board of Directors.

A member of the Board of Directors is elected until further notice, unless there is a stipulation on a fixed term of office in the rules.

The Board of Directors shall have a quorum when more than half of the members are present, unless a larger number is stipulated in the rules. Unless a qualified majority is required in the rules, the decision of the Board shall be the opinion receiving the support of over half the directors present, or, if there is a tie, the opinion receiving the support of the chairman.

Chairman of the Board of Directors

If the Board of Directors has more than one member, one of the members must act as chairman. The chairman is elected by the Board of Directors, unless otherwise stipulated in the rules or at the time when the Board was elected. In the event of a tie, the election is decided by drawing lots.

Managing Director

A cooperative may have a Managing Director, if so stipulated in the rules or decided by the Board of Directors. The Managing Director is appointed by the Board of Directors, or, if so stipulated in the rules, the Supervisory Board or the general meeting of the cooperative. The Managing Director (and the deputy Managing Director, if any) shall have a place of residence in the EEA, unless the National Board of Patents and Registration grants the company an exemption.

A signed and dated consent for the task shall be obtained from the Managing Director and the deputy Managing Director in writing.

Supervisory Board

The rules of a cooperative may stipulate that the cooperative shall have a Supervisory Board. The Supervisory Board shall have a minimum of three members. The Managing Director or a member of the Board of Directors may not be a member of the Supervisory Board. At least one of the members and deputy members must have a place of residence in the EEA, unless the National Board of Patents and Registration grants the company an exemption.

The number or the minimum and maximum numbers of the members and the deputy members of the Supervisory Board must be stipulated in the rules.

A dated and signed consent for the task shall be obtained from the members and deputy members of the Supervisory Board.

General meeting of the cooperative and delegates

The members exercise their power of decision in matters related to the cooperative in a general meeting. A member may exercise the right in person or through a representative. One member has one vote in all matters to be considered by the general meeting, unless otherwise stipulated in the rules.

The ordinary general meeting of the cooperative must be held within six months of the end of the accounting period, unless an earlier date has been stipulated in the rules. It may be stipulated in the rules that, instead of the general meeting of the cooperative, the members' power of decision is to be exercised by delegates elected by the members.

Capital

The amount of the participation share is decided by the founders and included in the rules. Participation shares must be of equal value. The accumulated participation shares form the cooperative capital.

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