Limited Liability Company

Executive Summary

The finnish Oy has everything a LLC needs: It is widely accepted. By the way, its German equivalent is called GmbH.

General Information

Of the two forms of limited liability companies under Finnish company law the Oy is by far the more popular one. It is designed for closely held companies; due to the lower statutory minimum share capital the Oy is popular with small and medium-sized enterprises.

Incorporation

Formation by at least one person - individual or legal - of whom at least one shall generally reside/ have its registered seat within European Economic Area.
Incorporation requires signed deed of formation including articles of association and subscribing list. Company must then be registered in trade register (Kaupparekisteri) held by the National Board of Patents and Registration (Patentti-ja rekisterihallitus); application shall not be filed later than six months after decision to form company is made.

Duration of incorporation approximately 1 day - 2 weeks.

Incorporation costs of about € 330 (registration fee in 2005).

Capitalisation and Financing

The statutory minimum share capital, which must be paid in full prior to registration, amounts to € 2,500. Shares can be paid in cash or kind. If paid in kind, value-statement by certified public accountant must be obtained.

Board Structure

An Oy is obliged to have a board of directors. If share capital equals or exceeds
€ 80,000, the board must consist of at least three members; otherwise a deputy member shall be elected. The board is responsible for management and proper organisation of the business. It jointly represents the company in and out of court, unless authority is delegated to one of the directors or a managing director according to the provisions of the articles of association. The board may be instructed by shareholders' meeting.

In companies with a share capital of at least € 80,000, a managing director is mandatory. Generally a managing director is appointed by the board of directors; his exact rights shall be outlined in the articles of association. The managing director may be instructed by shareholders' meeting.

Shareholders' decisions are made by way of shareholders' resolutions at the annual or extraordinary general meeting.

A supervisory board is optional.

Annual Costs

None.

Corporate Taxation and Financial Reporting

Income tax rate for corporations is flat tax rate of 26 %, governed by the Act on Taxation of Business income of 1968.
Annual accounts must be drawn up within six months of the end of the financial year. Accounts must consist of balance sheet, profit and loss statement, annual report and annexes. Accounting must be done either in accordance with the Finnish Accounting Act or international accounting principles (IAS/IFRS).

Employee Participation in Corporate Bodies

Generally none. If workforce exceeds 150, employee representation must be organised under the Laki henkilöstön edustuksesta yritysten hallinnossa - Act.