osakeyhtiölain

Osakeyhtiölaki, known in Finnish as the Limited Liability Companies Act, is the principal statute governing limited liability companies in Finland. It defines the legal form, formation, governance, capital structure, and dissolution of osakeyhtiöt (limited liability companies) and provides the framework for corporate personality and the limited liability of shareholders. The act applies primarily to private limited companies and, to a lesser extent, to public limited companies.

Key provisions cover the incorporation process, the articles of association, and registration with the Finnish Trade Register. It prescribes governance arrangements, including the general meeting as the highest decision-making body, the board of directors, and, where applicable, the managing director and auditors. The act sets rules for representation, voting, quorum, and the allocation of powers among shareholders and between management and ownership.

Share-related provisions address transfers of shares, ownership changes, and protections for minority shareholders. Financial requirements obligate companies to maintain proper accounting records in accordance with accounting laws, prepare annual accounts, and, for larger entities, prepare consolidated accounts and appoint an auditor. The act also governs corporate reorganizations such as mergers, demergers, and transformations, along with the procedures for dissolution and liquidation.

Osakeyhtiölaki interacts with other Finnish laws, including the Accounting Act, securities legislation, and tax law, and it is amended periodically to reflect EU directives and evolving business practices. Enforcement and interpretation are carried out by courts and relevant authorities, with transitional provisions guiding existing companies through changes in the legislation.