| | Limited liability company There must be one or more founders in a limited liability company. The new Companies Act does not any restrictions for the place of residence or domicile for share subscribers (even if the question is about a single-member company). It must also be noticed that if a limited liability company is a single-member company, that is, the company has only one shareholder and he/she is the only member of the Board, the Board must then have at least one deputy member. AuditorsThe Auditing Act specifies the circumstances when an auditor must be used. If the Articles of Association allow, companies 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 limited liability company launching operations if the limited liability company already has business operations that meet the conditions for auditing obligation in the launching stage. If the Articles of Association for a limited liability company do not contain any regulations on auditors, and no more than one of the conditions mentioned above are met, the company has not an obligation to appoint an auditor. A limited liability company with regulations concerning auditors included in the Articles of Association must change the document before they can stop appointing auditors. Changes in the Articles of Association must be reported to the trade register. If there are no regulations concerning auditors in the Articles of Association, no changes are required in order to stop appointing auditors. However, the company must report to the register the general meeting decision by which they renounce auditors. Based on this decision, the information regarding an auditor is removed from the company's register entry. 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:
At least one of the parent company's auditors must be included in the auditors of a subsidiary. If an authorised auditor corporation has been appointed as the auditor, they must inform the company to be audited which of their auditors has the main responsibility for the auditing. The authorisation of the auditor with the main responsibility must be at least equal to that of the corporation. The auditor cannot resign during the term of office, but he can be removed from office during the term if a justifiable reason exists. An auditor who is a natural person must not be legally incompetent, bankrupt or banned from engaging in business, or have restricted competency. If one or more natural persons have been appointed as auditors, at least one of them must have a residence within the EEA. The general meeting of shareholders may elect one or more deputy auditors. If only one auditor has been appointed, and if the auditor is not an HTM or KHT corporation, at least one deputy auditor must be elected. The provisions of the Auditing Act and other laws concerning auditors apply to the deputy auditor. If a deputy auditor is appointed, the auditor's term of office will continue in a private limited liability company until further notice. In a public limited company the term of office terminates when the ordinary general meeting of shareholders following the election ends. The term of office can be determined otherwise in the Articles of Association. The auditors and deputy auditors must be registered in the Trade Register. Establishment for legal purposesFor legal purposes, a limited liability company is established when it is entered in the trade register maintained by the National Board of Patents and Registration. A limited liability company must file a notification for registration in the trade register within three months of the signing of the Foundation Contract. Establishment documentsThe establishment of a limited liability company includes the following stages:
Legal actsThe Board of Directors represents the company. The Managing Director can represent the limited liability company in a matter that, according to legislation, belongs to his/her duties, that is, handles the company's everyday management according to the guidelines and orders of the Board of Directors (general authority to render decisions). The managing Director is responsible for ensuring that the company's accounting is legal and the financial administration is arranged reliably. The managing Director is allowed, taking into consideration the extent and quality of operation, to start unusual and large-scale operations only if the Board has given him/her authority for it or it is not possible to wait for the Board's decision without causing a remarkable disadvantage to the company's operation. It may be stipulated in the Articles of Association that a member of the Board of Directors or the Managing Director is entitled to represent the company, or that the Board of Directors may grant this right to one of its members, the Managing Director or another named person. The Board of Directors may at any time revoke the right to represent the company. It is possible to enter in the trade register only one restriction for the right to represent the company. According to the restriction the right can be used only for two or more persons together. The rule for the line of business in the Articles of Association restricts the authority of the representative. Holder of procurationProcuration refers to a special commercial power of representation. The procuration holder may act on behalf of the principal in all matters related to the principal's business and sign for the principal. However, without a specific authorisation, the holder of procuration does not have the right to surrender the principal's immoveable property or tenancy rights or to seek a mortgage thereon. In a limited liability company procurations may be granted by the Board of Directors. In a limited liability company it is possible to stipulate that the holder of the procuration may only sign for the company jointly with a member of the Board of Directors, the Managing Director or another person authorised to sign for the company. The holder of procuration may be entered in the trade register. There are no statutory requirements concerning the citizenship or place of residence of the holder of procuration. RepresentativeA limited liability company must have a representative who is domiciled in Finland. The representative is entered in the trade register. If the company 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 organsThe highest decisive organ is the shareholders' meeting, in which shareholders use their power of decision. The limited liability company must have a Board of Directors that includes from one to five members, unless otherwise stated in the Articles of Association. If there are fewer than three members on the Board, it must then have at least one deputy member. A limited liability company can also have a Managing Director and a Supervisory Board. Board of DirectorsThe only obligatory organ of a limited liability company is the Board of Directors. The Board must include from one to five members, unless otherwise stated in the Articles of Association. If there are fewer than three members on the Board, it must the have at least one deputy member If there are several members in the Board, a Chairman must be elected for the Board. The Chairman is elected by the Board, unless otherwise decided when the Board was elected or otherwise stated in the Articles of Association. The members of the Board are elected by the General Meeting of Shareholders, unless it has been stated in the Articles of Association that the task belongs to the Supervisory Board. The Articles of Association may also stipulate that less than half of the members of the Board of Directors are to be appointed in a different order. A member of the Board of Directors cannot be a legal entity or a person whose interests are supervised by another person, whose competence to act has not been restricted, or who has declared bankruptcy or been banned from engaging in business. At least one of the Board members and deputy members must be resident in the European Economic Area, unless the National Board of Patents and Registration grants the company an exemption. The opinion of the majority of the Board will be the decision of the Board, unless the Articles of Association requires a qualified majority. If there is a tie, the vote of the Chairman is decisive. In the event of a tie in the election of the Chairman, and if it has not been stated otherwise when calling the Board or in the Articles of Association, the election is decided by drawing lots. The Board of Directors shall have a quorum when more than half of the members are present, unless a larger number is required in the Articles of Association. The number is calculated from the nominated members of the Board. A Board member's term of office continues until further notice in a private limited liability company, unless otherwise stated in the Articles of Association. The term of office ends and the term of a new member starts at the end of the Ordinary General Meeting in which the new member is elected, unless otherwise stated in the Articles of Association or when electing the new member. The members and deputy members of the Board must be notified for registration in the trade register. Chairman of the Board of DirectorsIf there are several members in the Board of a limited liability company, a Chairman must be elected for the Board. The Chairman is elected by the Board, unless otherwise decided when the Board was elected or otherwise stated in the Articles of Association. Managing DirectorIt is possible to elect a Managing Director for a limited liability company. The Board of Directors elects the Managing Director. The Managing Director and the possible deputy Managing Director shall have a place of residence in the EEA, unless the National Board of Patents and Registration grants the company an exemption. The Managing Director and his/her deputy must be notified for registration in the trade register. Supervisory BoardThe Articles of Association may stipulate that the limited liability company shall have a Supervisory Board. The Supervisory Board supervises the management of the company under the responsibility of the Board and the Managing Director. 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. The Supervisory Board shall elect a Chairman for the Supervisory Board, unless otherwise stated in the Articles of Association or when electing the Supervisory Board. At least one of the Supervisory Board members and deputy member must be resident in the European Economic Area, unless the National Board of Patents and Registration grants the company an exemption. The term of office for a member of the Supervisory Board continues until further notice in a private limited liability company, unless otherwise stated in the Articles of Association. The members and deputy members of the Supervisory Board must be notified for registration in the trade register. General Meeting of ShareholdersShareholders use their power of decision in the General Meeting of Shareholders. The decisions are made according to a majority of votes, unless otherwise stated in the Companies Act or in the Articles of Association. The General Meeting of Shareholders decides on the matters mentioned in the Companies Act. The Articles of Association can determine that the General Meeting of Shareholders can decide over matters belonging to the Managing Director's and Board's general authority to render decisions. The Ordinary General Meeting of Shareholders must be held within six months of the end of the accounting period. The meeting shall decide on:
An extraordinary general meeting must be held, if:
An extraordinary general meeting must be held if the auditor of shareholders having in total one tenth of the company's shares, or a smaller share defined in the Articles of Association, demand in writing the meeting to be held for the handling of a certain matter. Unanimous decision by the shareholders without holding a General Meeting of ShareholdersShareholders may unanimously decide an issue belonging to the General Meeting of Shareholders without holding a General Meeting of Shareholders. This kind of decision shall be recorded, dated, numbered and signed. If the company has more than one shareholder, at least two of them shall sign the decision. CapitalThe share capital of a private limited liability company must be at least 2,500 Euro, and the share capital of a public limited liability company must be at least 80,000 Euro. The shares of public limited liability companies only may be subject to trade as referred to in the Securities Market Act.  | Web sisällön esitys States belonging to the EEA, from the pages of the Board of Patents and Registration Limited company formation package (a model, in English) Limited company formation package (in Finnish, empty) Start-up notification form Y1 and Appendix 1 to Form Y1 (in Finnish, empty) Start-up notification form Y1 and Appendix 1 to Form Y1 (in Finnish, empty) Limited company formation package (a model, in English) Limited company formation package (in Finnish, empty)
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