Yhtiösopimus

Yhtiösopimus is a private contract among the shareholders of a Finnish limited liability company (osakeyhtiö). It governs the rights, obligations and arrangements relating to ownership and governance that are not exhaustively covered by the company’s official documents, such as the Articles of Association (yhtiöjärjestys) and Finnish corporate law. It is not mandatory by statutory requirement, but it is commonly used, especially in start-ups and venture-financed ventures, to clarify practical arrangements among founders and investors.

Typical provisions address transfer of shares and ownership protections, including pre-emption rights, consent requirements for transfers, right of first refusal, and, in some agreements, drag-along and tag-along rights. The yhtiösopimus may also set rules on valuation methods for share transfers, vesting schedules for founder shares, and funding obligations or shareholder loans. It often covers governance matters such as board composition, observership rights, information rights, decision-making thresholds, and procedures for resolving deadlocks. Additional topics can include dividend expectations, confidentiality, non-compete and non-solicitation covenants, IP ownership or assignment, and dispute resolution mechanisms (including arbitration).

Relation to the Articles of Association: the yhtiösopimus complements the yhtiöjärjestys and the general law. It does not replace the statutory framework and cannot override mandatory provisions; if it contains terms that conflict with the Articles or mandatory law, those terms may be void or unenforceable. The agreement is typically private and not publicly filed; changes are not automatically published unless they involve changes to the company’s registered terms or share structure.

Enforceability: as a contract between shareholders, it is enforceable under Finnish contract law. Breaches can lead to remedies such as damages, specific performance, or injunctive relief, and disputes may be resolved through negotiation, mediation, or arbitration.