Yhtiöjärjestyksen

Yhtiöjärjestys is a fundamental internal regulation document used in Finnish companies, particularly limited liability companies (osakeyhtiöt). It serves as a supplement to the company's Articles of Association (yhtiöjärjestys in Finnish), providing detailed rules on the company's governance, operational procedures, and decision-making processes.

The purpose of the yhtiöjärjestys is to specify provisions that are not explicitly covered or detailed in the Articles of Association. It can address aspects such as the organization of the company's board, the rights and obligations of shareholders, procedures for general meetings, and rules concerning shares and dividends. This document helps ensure the smooth and consistent management of the company by providing clear guidelines tailored to its specific needs.

Creating a yhtiöjärjestys is typically the responsibility of the company's founders or management, often during the company's registration process. The content of the yhtiöjärjestys must not conflict with the Finnish Limited Liability Companies Act or the Articles of Association. Once drafted, it is subject to approval by the company's shareholders and may require registration with the Finnish Trade Register to become legally binding.

Changes to the yhtiöjärjestys usually require a decision by the general meeting of shareholders and may involve certain legal formalities, including registration. The document is considered an essential part of the company's governance framework, providing operational clarity and legal security for shareholders and management.

In summary, yhtiöjärjestys is a vital administrative tool for Finnish companies, outlining specific governance arrangements and operational rules beyond the general provisions of the Articles of Association.