Finland Companies Act (624/2006) Guide: Osakeyhtiölaki Incorporation and Compliance
Practical intelligence on the Finnish Limited Liability Companies Act, Osakeyhtiölaki 624/2006. Review how the private Osakeyhtiö (Oy) and the public Oyj are formed, what the Act requires of the board, the managing director and the Trade Register, how beneficial ownership and financial statements are reported, and what a Finnish corporate presence means for buyers and suppliers moving apparel into the Nordic market.
- Statute
- Osakeyhtiölaki 624/2006
- In force
- 1 September 2006
- Regulator
- Finnish Patent and Registration Office (PRH)
- Trade Register
- Kaupparekisteri, online filing at ytj.fi
- Private minimum share capital
- None, 0 euros may be recorded
- Public minimum share capital
- EUR 80,000
- Instruments
- Memorandum of association and articles of association
- Legal personality
- A company exists only once entered in the Trade Register
- Registration window
- Three months from the memorandum, or the formation lapses
- Ownership
- No nationality or residence restriction on shareholders
What the Finnish Companies Act governs
Osakeyhtiölaki 624/2006 is Finland's limited liability company statute. It is a complete code for the private Osakeyhtiö and the public Oyj, and it also sets the rules that a foreign enterprise meets when it opens a Finnish branch.
The Act replaced the older 1978 company law and entered into force on 1 September 2006. It is organised as a single act, read alongside the Trade Register Act, the Accounting Act and the Auditing Act. It is comparatively permissive: a private company may now be formed with no share capital at all, one person may hold every share, and the founders do not need to be Finnish or resident in Finland.
What the Act does enforce is formality. The founding documents must be in Finnish or Swedish, the company must be notified to the Trade Register within three months of the memorandum of association, and the company has no legal personality until the registration is complete. Board composition, the EEA residence test, beneficial ownership notification and the filing of financial statements are all statutory duties rather than administrative preferences.
For a Philippine manufacturer selling into Finland, the Act matters indirectly but concretely. When a Finnish buyer sets up an Oy to run local distribution, the buyer has to satisfy every requirement on this page before it can trade, raise invoices or clear goods. Knowing that timeline lets an exporter plan production slots, sample approvals and first shipments around the buyer's registration date rather than after it.
Selected Chapters
- General provisions and the legal form of a limited liability company
- Formation of the company and the founding documents
- Shares and share capital
- Management and the representation of the company
- Annual accounts, distribution of assets and liquidation
- Groups and cross ownership
- Amendments to the articles of association
- Mergers, demergers and other structural arrangements
The Act is not the only rulebook
Registration sits with the PRH, taxation sits with the Finnish Tax Administration, import duty and import VAT sit with Finnish Customs, and market surveillance sits with Tukes and the Finnish Supervisory Agency. Treat this page as the company law layer and confirm each remaining layer with the competent authority.
Private company, public company and the Finnish branch
The Act regulates the private limited company (Osakeyhtiö, abbreviated Oy) and the public limited company (Julkinen osakeyhtiö, abbreviated Oyj). A foreign enterprise that does not want a Finnish subsidiary can instead register a branch of its own company.
| Requirement | Private Oy | Public Oyj | Branch of a foreign company |
|---|---|---|---|
| Minimum share capital | None. The PRH records 0 euros where a company is formed without share capital | EUR 80,000 | No Finnish share capital requirement |
| Board of directors | At least one member | Board required, with additional governance duties | Governed by the parent company |
| Deputy board member | Required when the board has fewer than three members | Required when the board has fewer than three members | Not applicable |
| Managing director | Optional | Required for a public company | Not applicable |
| EEA residence test | At least one ordinary member, and separately at least one deputy member, must reside in the EEA | Same test applies to the board | A representative resident in Finland must be registered |
| Statutory audit | Not required when no more than one size threshold is exceeded | Audit required | Depends on the branch and the parent company |
| Accounts | Finnish Accounting Act, filed with the PRH | Finnish Accounting Act, audited, filed with the PRH | Branch accounts, plus parent company documents |
| Registration route | Start up notification to the Finnish Trade Register | Start up notification, with stricter review | Branch notification, and a PRH permit where the parent is outside the EEA |
Why the branch route is often the faster entry point
A Finnish branch does not need its own share capital and can begin operating once the branch notification is registered. The trade off is that the parent company remains fully and directly exposed to the branch's liabilities, and the accounts filing position is heavier because two sets of reporting obligations run in parallel.
From memorandum of association to Trade Register entry
The sequence below follows the statutory order. Steps two and three can be filed as one notification through the joint service used by the PRH and the Finnish Tax Administration.
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Decide the vehicle and the name
Choose between the private Oy, the public Oyj and a branch. The name must be distinguishable from names already in the register, and the PRH operates a name checking service for advance confirmation.
-
Sign the memorandum of association and adopt the articles
The memorandum records the subscription of shares and the share capital, where the company has any, and the articles set out the name, domicile, business purpose, board and any special terms. Both documents must be in Finnish or Swedish, and subscriptions are binding once the memorandum is signed.
-
Notify the Finnish Trade Register
The start up notification is filed with the PRH, normally through the online service, and can be combined with the registrations handled by the Finnish Tax Administration. Paper notifications are no longer accepted from 1 January 2026.
-
Receive the business ID and begin trading
Registration produces the business ID (Y tunnus) and the entry in the Trade Register. The company has legal personality only from that moment, and only then can it open bank accounts, sign commercial contracts and clear consignments.
Board, managing director and the EEA residence rules
Management questions are where most non Finnish founders meet the Act for the first time. The rules that follow are the ones that most often decide whether a registration can proceed immediately or needs a permit.
- Board size
- A limited liability company must have a board of directors. Where the articles do not provide otherwise, the board has between one and five ordinary members.
- Deputy member
- Where the board has fewer than three members, at least one deputy board member must be appointed. Board members must be natural persons and must consent to the appointment.
- Managing director
- The managing director is optional in a private company and is generally appointed by the board. A private company that appoints a managing director, and every public company, must also consider whether a deputy managing director is needed.
- EEA residence and the board
- At least one ordinary board member must have a place of residence in the European Economic Area, and the same test is applied separately to the deputy members. Where no ordinary member and no deputy member resides in the EEA, all of them need a permit from the PRH.
- EEA residence and the managing director
- The managing director, and any deputy managing director, must have a place of residence in the EEA. Otherwise a PRH permit is required for that person.
- Representative in Finland
- A limited liability company must have a representative entitled to receive summons and official notifications. The representative must be resident in Finland and registered. A separate representative is not needed where a registered board member, managing director, authorised signatory or holder of procuration is already resident in the EEA.
- Shareholders
- There is no nationality or residence restriction on who may hold shares, and both natural persons and legal entities may subscribe. A single shareholder company is permitted.
- Auditor and audit exemption
- Under the Auditing Act, a company may leave the auditor unelected where no more than one of three thresholds is exceeded: a balance sheet total above EUR 100,000, net sales above EUR 200,000, or an average of more than three employees.
Plan the EEA residence question before signing anything
A PRH permit for a person resident outside the EEA must be resolved before registration and requires supporting documents, including certified copies of the founding documents and, where relevant, the board minutes. Discovering the issue after the memorandum is signed risks the three month registration window.
Reporting that continues after registration
The Act and the statutes around it impose a recurring compliance cycle. These are the dates a Finnish company, or its foreign parent, cannot miss.
The figures a Finnish entity or importer works with
Indicative rates for planning only. Rates change, and the Finnish Tax Administration and Finnish Customs publish the current position.
- Corporate income tax
- 20%Flat rate on the profits of a limited liability company.
- Standard VAT
- 25.5%Applies to most goods and services, apparel included.
- Reduced VAT rate
- 13.5%From 1 January 2026, having been 14 percent up to 31 December 2025.
- VAT registration threshold
- EUR 20,000Taxable turnover, raised from EUR 15,000 with effect from 1 January 2025.
- Import duty and import VAT
- At releaseCollected by Finnish Customs when goods are released for free circulation. An EORI number is required.
- Beneficial owner threshold
- Over 25%Ownership or control, applied directly and indirectly.
A pending change to watch
The Finnish Government has proposed reducing the corporate income tax rate from 20 percent to 18 percent. The proposal is before Parliament, so the 20 percent rate is the rate to plan against until a change is adopted.
What sits alongside the Companies Act when apparel enters Finland
Company law is the entry ticket. These three regimes govern the garments themselves once a Finnish entity or distance seller places them on the Finnish market.
Textile labelling
Fibre composition and labelling follow Regulation (EU) No 1007/2011. Labels must be in the official languages of the member state, which for Finland means Finnish and Swedish. Care and size information then follows buyer specification and any contract terms.
Textile producer responsibility
Finland introduced statutory producer responsibility for textiles in 2023, and it reaches producers, importers and foreign distance sellers that place textiles on the Finnish market. Registration and quantity reporting apply, with the register held by the Finnish Supervisory Agency and market surveillance by Tukes.
General product safety
The General Product Safety Regulation (EU) 2023/988 has applied since 13 December 2024. It requires a responsible person established in the Union, traceability information and a documented risk assessment route for consumer apparel.
Companies Act 624/2006 questions from foreign founders and buyers
Straight answers to the questions that decide whether a Finnish entity can be formed quickly or needs additional permissions.
Does the Finnish Companies Act require a minimum share capital?
No minimum applies to a private limited company. A private Oy can be formed with no share capital at all, and the PRH records the amount as 0 euros. A public limited company (Oyj) is different and must have at least EUR 80,000 of share capital.
Can a foreigner own and manage a Finnish limited liability company?
Yes. There is no nationality or residence restriction on shareholders, and a single shareholder company is permitted. Management is different: at least one ordinary board member and, tested separately, at least one deputy member must reside in the EEA, and the managing director must reside in the EEA. Where those conditions are not met, the person concerned needs a permit from the PRH.
Who has to be reported to the beneficial owner register?
Any natural person who owns or controls more than 25 percent of the company, whether directly or indirectly, or who exercises control over the company by other means. The details are notified to the Finnish Trade Register through the PRH and must be kept up to date as ownership changes.
How long does formation take, and when does the company legally exist?
The company has no legal personality until it is entered in the Finnish Trade Register. The start up notification must be filed within three months of the memorandum of association, and if it is not, the incorporation lapses. PRH processing then runs for a number of weeks depending on the completeness of the documents and whether a permit for a person resident outside the EEA is needed.
When is a statutory auditor required?
Under the Auditing Act, an auditor may be left unelected where no more than one of three thresholds is exceeded in the relevant periods: a balance sheet total above EUR 100,000, net sales or comparable revenue above EUR 200,000, or an average of more than three employees. A public company is audited regardless.
What annual filings does a Finnish company have to make?
The approved financial statements are filed with the PRH, tax returns and VAT returns are filed with the Finnish Tax Administration, employer notifications apply once staff are hired, and any change to the board, the managing director, the address or the share capital is notified to the Trade Register. From 2027 companies must also review their registered details annually.
Does the Companies Act apply to a foreign company that only sells goods into Finland?
Not directly. Selling goods into Finland is governed by customs, VAT, product safety and labelling rules rather than by company law. The Companies Act becomes relevant when a buyer or supplier establishes a Finnish subsidiary or registers a branch, which is why the registration timeline is worth planning into a first order schedule.
Planning a Finnish order or a Nordic market entry
Send the garment specification, quantity, destination city and target delivery date, and the export desk will work the production and documentation schedule around your Finnish entity timeline.
Production and consolidation
Export apparel, technical uniforms and corporate garments are produced and consolidated across our Philippine facilities, with ocean freight dispatched through the Davao International Container Terminal toward Finnish and wider Nordic destinations. Physical operations are anchored at our Mankilam Main Office (Naungayan Building, Aala Road, Barangay Mankilam, Tagum City) and our Cagayan de Oro branch (Ficcoville, Iponan, Cagayan De Oro City).
This page is general commercial and regulatory information, not legal advice. Confirm the current position with the Finnish Patent and Registration Office, the Finnish Tax Administration, Finnish Customs or a licensed Finnish adviser before contracting.