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9 - Finland

from Part II - National reports for the EU Member States

Published online by Cambridge University Press:  05 June 2014

Outi Raitasuo
Affiliation:
Hannes Snellman Attorneys Ltd
Dirk Van Gerven
Affiliation:
NautaDutilh, Brussels
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Summary

Implementation and scope

1. The Second Company Law Directive was implemented into Finnish law mainly in the total reform of the Companies Act in 2006 (624/2006). In accordance with the Second Company Law Directive, julkinen osakeyhtiö is the public limited liability company to which the Directive applies.

The Companies Act is applicable to both public limited liability companies and private limited liability companies. According to a Ministry of Justice memorandum dated 30 January 2008, the amendments introduced by the Directive 2006/68/EC gave no reason to make any considerable amendments to the Companies Act.

Application of Finnish law

2. Finland follows the incorporation theory. A legal entity is governed by the laws of Finland if it has been incorporated in Finland.

Minimum information to be included in the articles of association and related documents

General remarks

3. A public limited liability company is incorporated by way of a written memorandum of association, signed by all shareholders. The articles of association shall be attached to the memorandum of association.

Information to be included in the memorandum of association

The memorandum of association shall include the following information:

  1. (i) the date of the memorandum;

  2. (ii) all shareholders and the quantity of shares subscribed for by each of them;

  3. (iii) the share price to be paid to the company (“subscription price”);

  4. (iv) the time when the share price is to be paid;

  5. (v) the members of the board of directors of the company; and

  6. (vi) the auditors of the company, when applicable.

The memorandum of association of a public company shall indicate the costs of incorporation to the company or the estimated maximum amount of such costs, as well as the possible perquisites of the shareholders who have signed the memorandum of association.

Type
Chapter
Information
Capital Directive in Europe
The Rules on Incorporation and Capital of Limited Liability Companies
, pp. 283 - 303
Publisher: Cambridge University Press
Print publication year: 2014

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  • Finland
  • General editor Dirk Van Gerven
  • Book: Capital Directive in Europe
  • Online publication: 05 June 2014
  • Chapter DOI: https://doi.org/10.1017/CBO9781139031691.012
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  • Finland
  • General editor Dirk Van Gerven
  • Book: Capital Directive in Europe
  • Online publication: 05 June 2014
  • Chapter DOI: https://doi.org/10.1017/CBO9781139031691.012
Available formats
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Save book to Google Drive

To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Google Drive.

  • Finland
  • General editor Dirk Van Gerven
  • Book: Capital Directive in Europe
  • Online publication: 05 June 2014
  • Chapter DOI: https://doi.org/10.1017/CBO9781139031691.012
Available formats
×