yhtiösopimukseen

Yhtiösopimus is a Finnish legal term referring to a shareholder agreement or a partners' agreement, depending on the type of company. It is a private contract entered into by the shareholders or partners of a company to regulate their relationship and the company's operations. This agreement is distinct from the company's articles of association (yhtiöjärjestys) and is not registered in the Finnish Trade Register.

The primary purpose of a yhtiösopimus is to supplement or modify the provisions of the Companies Act and the articles of association. It can cover a wide range of matters, including the transfer of shares, the distribution of profits and dividends, the management and decision-making processes of the company, the rights and obligations of shareholders, and provisions for dispute resolution. It allows for greater flexibility and customization of the company's governance beyond what is typically allowed in the articles of association.

Key areas often addressed in a yhtiösopimus include pre-emption rights for existing shareholders when new shares are issued or existing shares are sold, restrictions on selling shares to third parties, and the terms under which a shareholder might be bought out, for example, upon death or bankruptcy. It can also establish detailed procedures for board meetings and shareholder meetings, ensuring smoother and more predictable operations.

While a yhtiösopimus is legally binding between the parties who have signed it, it generally does not affect third parties. However, certain provisions, like those relating to share transfers, may have practical implications for the company and its ownership structure. The enforceability of specific clauses can depend on their alignment with Finnish law.