186
[ESTABLISHING A BUSINESS ENTITY IN FINLAND]
translations may be time-consuming and expensive. 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. Governance, Regulation and Ongoing Maintenance 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 chairperson must be named. The representation rights of
directors and the managing director can be defined in the articles of association. An annual general meeting must be held, and other meetings must be held if needed. Decisions of unanimous shareholders and board of directors can be adopted without convening any physical meetings, provided the decisions are recorded in writing in the minutes, which makes the decision-making process quite flexible. Certain decisions, like share issuance or issuance of share options, a change of board members and managing director as well as change of representation rights must be registered to the Trade Register. Financial reporting Financial statements and consolidated financial statements must be prepared annually in accordance with the Finnish generally accepted accounting principles (GAAP) or, if the company is listed on the stock exchange, in accordance with the IFRS. The form and the scope of financial reporting depends on the size of the company; small companies are for instance exempt from the requirement to prepare financial statements in accordance with the Finnish GAAP and IFRS. The Financial Statements must be submitted for publishing to the Trade Register eight months after the end of the financial period at the latest. Minority shareholders’ rights and protection The minority shareholders are protected by an equal treatment principle in the Companies Act. Shareholders that represent 10 % of all the shares in the company are further protected by certain minority protection provisions and may for example demand a special audit or election of an auditor, demand that an extraordinary general meeting is held to address a certain matter or demand that a minority dividend is distributed, or they may bring an action on
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator