Start-up Notification of a branch of a foreign trader

What is a branch?

A branch of a foreign trader is a part of a foreign organization or foundation that runs a continuous business or trade in Finland, from a permanent place of business located in this country, in the name and for the benefit of the foreign organization or foundation.

The branch must operate in the same line of business as the foreign trader. Branches whose line of business is narrower than the foreign trader’s have, according to our practice, been approved for registration.

Duty to notify

The foreign trader must submit a Start-up Notification concerning its branch to the Trade Register before the branch commences its operations. If the trader is from a country outside the European Economic Area (EEA), it will also need a permit from the Finnish Patent and Registration Office (PRH) for the establishment of the branch. Read more about permits to persons from outside the EEA.

Notification to the Trade Register

Forms

  • Form Y1 and Appendix Form 3 (Appendix Form only available in Finnish and Swedish).
  • Personal data form. The Trade Register has introduced a new notification procedure. You no longer have to submit the home address of those living in Finland. Use a specific personal data form (only available in Finnish or Swedish) for submitting identification data of natural persons. Do not fill in personal identity codes or home addresses on any other notification forms. Read more
  • The notification is signed by either the representative of the branch or the person authorised to sign the company name of the branch.

Details to be given in the Start-up Notification

  • the company name of the branch, which must include the foreign trader’s company name together with a supplement showing that a branch is concerned, for example, “CDE Cargo Ltd., Suomen sivuliike"
  • the branch’s postal address in Finland
  • the line of business. The branch must operate in the same line of business as the foreign trader. Branches whose line of business is narrower than the foreign trader’s have, according to our practice, been approved for registration.
  • the foreign trader’s company name, for example, “CDE Cargo Ltd.", and legal form, for example, “company limited by shares"
  • the register in which the trader opening the branch has been entered in his home state (for example: The Registrar of Companies for England and Wales, Companies House, Cardiff) and the number of the trader in that register
  • the type of activity carried out by the branch
  • the personal details of a representative referred to in section 6(3) of the Act on the Right to Carry on a Trade. The representative is a person who is entitled to receive summons and other notifications on behalf of the trader. If the trader is a foreign corporate body or foundation that is founded under the legislation of a country belonging to the EEA and has its registered office (designated in the statutes), its central administration or head office in a country belonging to the EEA, the representative must be resident in the EEA. In other cases, the representative must have a place of residence in Finland.
  • personal data on each person authorized to sign the company name of the branch and an account of how the company name must be signed; and
  • the persons authorized to represent the trader as a statutory body or as members of such body and their personal data (In many cases the body referred to in the law is the board of directors of the foreign company. The situation is to be interpreted in accordance with the law of the home state of the foreign organization or foundation.)

If a foreign trader opening a branch has his statutory place of residence, central administration or main establishment outside the EEA, the Start-up Notification must also indicate the state whose laws govern the trader, and the statutory place of residence, central administration or main establishment of the trader. If the foreign trader from a country outside the EEA is a limited or comparable company, the notification must also indicate the share capital or comparable capital unless it is given in the memorandum of association or the articles of association or in a corresponding document.

Enclosures

  • evidence of the establishment of the branch
  • evidence of the appointment of a representative for the purposes of section 6, paragraph 3, of the Trade Act
  • indication of the persons authorized to represent the trader as a statutory body or as members of such body and of granting of the right to sign the company name as well as the manner in which the company name must be signed;
  • an extract from the register in which the foreign trader has been entered in its home state or other evidence of its existence
  • a Finnish or Swedish-language copy or a legally valid translation of the memorandum of association, articles of association, rules or other corresponding documents of the trader
  • if the organization or foundation establishing the branch is from outside the EEA, an account thereof that a permission to establish a branch has been obtained from the Finnish Patent and Registration Office (PRH) (Read more about permits to persons from outside the EEA)
  • if a person is reported for entry in the Register who has no Finnish personal identity code, the notification must be accompanied by a proof of the existence of the person (The proof can, for example, be a certified copy of his or her passport. If the person concerned is mentioned in the extract from the register concerning the foreign organization or foundation, no other proof of his or her existence is needed.)

A copy of the minutes of a board meeting of the foreign company often serves as the evidence of the establishment of the branch, of the appointment of a representative and of granting of the right to sign for the company. The laws of the company's home state shall determine the body competent to decide on such issues, whereas the body representing the company under law often appears from the trade register extract issued by the authority of the company's home state.

If a document in a foreign language is attached to the notification, it must be accompanied by a translation of it in Finnish or Swedish.

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