Yhtiölaki

Yhtiölaki is the Finnish term for the Companies Act governing limited liability companies in Finland. The current framework is primarily found in the Osakeyhtiölaki (624/2006) with numerous amendments that shape how limited companies are formed, governed, and dissolved. The act applies to private limited companies (osakeyhtiö) and public limited companies (julkinen osakeyhtiö), and it sets the legal basis for corporate structure, ownership, and capital.

The act covers incorporation, share capital, and shares, as well as rules for issuing and transferring shares and for maintaining company records. It provides the procedural basis for the establishment of a company and its entry into the Trade Register, along with ongoing obligations to keep books and prepare annual financial statements. The act also addresses changes in the company’s structure, such as alterations to the articles of association, capital changes, or conversion between company types.

Governance and management are defined under the act. It outlines the roles and powers of the general meeting of shareholders, the board of directors, and, where appointed, the managing director (toimitusjohtaja). It sets requirements for notices, quorums, voting, and resolutions, as well as duties and liabilities of managers, and protections for shareholders, including information rights and dividend rules.

The yhtiölaki also governs corporate actions such as mergers, splits, and dissolution, as well as liquidation procedures. It interacts with accounting, audit, and securities laws, and is administered alongside other Finnish regulatory frameworks by authorities responsible for corporate registration and oversight.