YritysSuomi - Limited partnership

Limited partnership

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

There must be at least two partners (founders) in a limited partnership, at least one of whom must be a general partner.

At least one of the general partners in a limited partnership must have a permanent place of residence, or, if the founder is a legal entity, be domiciled in the EEA. Otherwise, a permit is required from the NBPR for all general partners that are not from the EEA. This requirement does not apply to the silent partners.

Auditors

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

If the Partnership Agreement of the limited partnership allows partnerships 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:

1) the balance sheet total exceeds 100,000 Euro,
2) net sales or corresponding earning exceed 200,000 Euro or
3) there are more than three employees on average.

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

If the Partnership Agreement does not contain any regulations on auditors, and no more than one of the conditions mentioned above are met, the partnership has not an obligation to appoint an auditor. 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.

The partnership agreement may, however, stipulate that the partnership shall have one or more than one auditor. The partners participating in the election of the auditor may also elect one or more deputy auditors. In a limited partnership the auditor is elected by the general partnerspartners with a unanimous decision, unless otherwise agreed.

The auditor must be separately elected for each accounting period, unless the term of office has been stipulated in the partnership agreement. The auditor's term of office ends after the delivery of an auditor's report for the last accounting period during his/her term of office. If an auditor has been appointed until further notice, the term of office ends when a new auditor is appointed.

Establishment for legal purposes

A limited partnership is established through a partnership agreement between the partners. A written agreement is required for the trade register.

Establishment documents

A limited partnership is established through a partnership agreement between the partners. A written agreement is required for the trade register.

When a limited partnership is entered in the trade register, a written partnership agreement is required as an attachment to the notification form. For legal purposes, an oral agreement is also possible.

Legal acts

A general partner has the same rights to represent the partnership as partners in a limited partnership. A silent partner does not have the right to represent the company or act on its behalf without a separate agreement.

A limited partnership does not have statutory organs. A limited partnership may have a Managing Director, a Board of Directors and a meeting of partners, if these have been agreed on. The Managing Director, if any, must be submitted for registration in the trade register. The Managing Director of a limited partnership is entitled to represent the partnership in matters relating to its day-to-day management. The Board of Directors and the meeting of partners are not entered in the trade register.

Holder of procuration

In a limited partnership partners may together authorise a designated person as their holder of procuration by granting him/her a procuration. This authorises the holder of procuration to act for the company in all matters related to its business. It is possible to stipulate that the holder of procuration may only sign for the partnership jointly with one or more partners. The procuration may be entered in the trade register.

Representative

A limited partnership must have a representative who is domiciled in Finland. The representative is entered in the trade register. If the partnership has a general partner, 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 organs

A limited partnership does not have any statutory organs. A limited partnership may have a Managing Director, a Board of Directors and a meeting of partners, if these have been agreed on. The Managing Director, if any, must be submitted for registration in the trade register. The Managing Director of a limited partnership is entitled to represent the partnership in matters relating to its day-to-day management.