Alijärjestely

Alijärjestely, often translated as "sub-arrangement" or "underlying arrangement" in English, refers to a situation in Finnish law and practice where a seemingly independent agreement or transaction is, in reality, part of a larger, overarching structure or purpose. This concept is particularly relevant in areas of tax law, contract law, and corporate law, where the true nature of a transaction might differ from its superficial appearance.

The core idea behind alijärjestely is that substance should prevail over form. If the parties involved have effectively created a different economic or legal reality through a series of related agreements, the law may look beyond the individual contracts to the overall arrangement. This can lead to consequences such as recharacterization of income, nullification of certain clauses, or the application of different legal rules than those that would apply to the individual agreements in isolation.

For instance, in tax law, an alijärjestely might be identified if a company structures its operations through multiple entities and transactions primarily to gain a tax advantage, and this structure does not reflect genuine commercial reality. The tax authorities might then disregard the individual steps and tax the arrangement based on its underlying economic substance. Similarly, in contract law, an alijärjestely might arise if several contracts, when viewed together, create obligations or rights that are not apparent from examining each contract separately, potentially leading to unintended consequences for the parties. The assessment of whether an alijärjestely exists is highly fact-specific and depends on a thorough examination of the intentions of the parties, the economic realities, and the overall purpose of the combined transactions.