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[ESTABLISHING A BUSINESS ENTITY IN FINLAND]
competition, and the handling of disputes. The agreement also aims to regulate the liabilities of the partners concerning the debts and commitments of the partnership. Such a restriction is not, however, binding on a third party. 2.4 Branch of a Foreign Corporation The branch office should be registered to the Trade Register prior to starting the business operations. Certain documents must be provided to the Trade Register, including specific forms, evidence of the establishment of the branch and of the appointment of a representative and indication of granting of the right to sign the company name. Also, an extract from the register in which the foreign entity has been entered in its home state or other evidence of its existence and a Finnish or Swedish-language copy or a legally valid translation of the memorandum of association, articles of association, rules or other corresponding documents of the entity must be provided. If the foreign entity is from outside the EEA a license must be provided and if a new person is entered in the Register and they have no Finnish personal identity code, there must be a proof of the existence of the person (passport or other such document). It should be noted that the documents needed for the establishment of the branch shall be provided in Finnish or Swedish which means that the documents must be translated. The establishing document of the branch office is usually the minutes of a board meeting regarding the establishment of the branch office. The retrieval of required documents and translations may be time-consuming and expensive.
2.5 Handling times Founding documents regarding limited liability company and private trader may be submitted online to the Trade Register and then the registration takes only a few days. When documents are provided in paper form, the handling normally takes three to five weeks, but also faster registration is possible in case of urgency. 3. Governance, Regulation and Ongoing Maintenance 3.1 Private limited liability company The issues relating to the company are decided by the shareholders in general meetings or by the board of directors in board meetings. The decision-making power is divided in relation to the number of shares and the shareholders are liable for the commitments of the company only to the extent of the capital they have invested in the company, unless they have guaranteed loans or other liabilities on behalf of the company. Generally, all shares carry equal rights unless otherwise set out in the articles of association. Share classes and the rights of the share classes can be set out quite freely, for instance non- voting shares are accepted. The shareholders appoint a board of directors that shall represent the company and take care of the management of the company. The board may also appoint a managing director who can be named during the establishment of the company, or later by decision of a board meeting. If the board comprises of less than three ordinary members, at least one deputy member must also be appointed and if there are several ordinary members, a
ILN Corporate Group – Establishing a Business Entity Series
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