Corporate Law at Finland
Here’s a detailed overview of Corporate Law in Finland:
Corporate Law in Finland: Overview
Finland’s corporate legal framework is governed primarily by the Finnish Companies Act (Osakeyhtiölaki 624/2006), which applies to limited liability companies. Finnish law is influenced by civil law traditions and harmonized with EU regulations, ensuring a stable and transparent business environment.
1. Legal Framework
The Finnish Companies Act regulates company formation, governance, shareholder rights, and dissolution.
EU company law directives are implemented in Finnish law.
Other relevant laws include the Accounting Act and Auditing Act.
2. Types of Business Entities
Osakeyhtiö (Oy) – Private limited company, the most common form.
Julkinen Osakeyhtiö (Oyj) – Public limited company, listed or larger companies.
Toiminimi – Sole proprietorship.
Other forms include partnerships and cooperatives, but Oy and Oyj are corporate entities.
3. Company Formation
Minimum of one shareholder (individual or legal entity).
Minimum share capital for Oy (private limited) is €2,500.
For Oyj (public limited), minimum share capital is €80,000.
Companies must have a registered office in Finland.
Registration with the Finnish Trade Register (maintained by the Finnish Patent and Registration Office).
Articles of Association and Memorandum must be drafted.
The company is formed when registered in the Trade Register.
4. Corporate Governance
Companies have a Board of Directors; Oy may have a minimum of one director, Oyj requires at least three.
Oyj must also have a Managing Director (CEO), Oy may appoint one.
Shareholders exercise their rights through the General Meeting.
Decisions in shareholders' meetings require statutory majorities unless otherwise specified.
Companies must keep statutory registers of shareholders, board members, and auditors.
5. Reporting and Compliance
Annual financial statements must comply with Finnish Accounting Standards or IFRS (for listed companies).
Annual reports and financial statements must be filed with the Trade Register.
Auditing is mandatory for companies exceeding size thresholds or public companies.
Companies must comply with Finnish tax laws and VAT rules.
6. Taxation
Corporate income tax rate is 20% (as of 2025).
Finland has an extensive network of double tax treaties.
Dividends received from qualifying shareholdings may be exempt or partially exempt from taxation.
7. Key Features and Advantages
Strong legal protection for shareholders and creditors.
Transparent corporate governance aligned with EU standards.
Robust minority shareholder protections.
Efficient company registration process.
Access to EU single market and legal certainty.
Clear rules on mergers, acquisitions, and reorganizations.
Summary Table
| Feature | Details |
|---|---|
| Legal system | Civil law, EU harmonized |
| Primary law | Finnish Companies Act (624/2006) |
| Company types | Private Ltd (Oy), Public Ltd (Oyj) |
| Minimum shareholders | 1 |
| Minimum share capital | Oy: €2,500; Oyj: €80,000 |
| Registered office | Mandatory in Finland |
| Corporate tax rate | 20% |
| Annual reporting | Financial statements, annual report |
| Audit requirement | Mandatory for public companies and large private companies |
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