Changes to Board of Directors

You should notify the Trade Register of any changes to the composition of a limited liability company’s Board of Directors without delay. It is the ordinary Board members and the Managing Director that are responsible for the notification.

Forms

• Form Y4 and appendix form 13. Form Y4 is bilingual and can be filled in either in English or in Finnish, whereas appendix form 13 can only be written in Finnish or in Swedish.
• Please note that the whole composition of the Board must be listed on the form, even if only some of the Board members have changed.
• Form Y4 must be signed by a Board member, the Managing Director, or by a person authorised by either a Board member or the Managing Director. If an authorised person signs the notification, the original general power of attorney or a certified copy of a special power of attorney must be enclosed.

Enclosures

• Copy of the General Meeting minutes, certified by one person (or other record of the election if the Articles of Association provide that another party elect one or several members of the Board)
• As far as the election of the Chairperson of the Board of Directors is concerned, a copy of the Board meeting minutes, certified by one person (or other record of the election if it was carried out by another party than the Board)
• Receipt for handling fee

Handling fee

• 85 euros
• 380 euros if you also notify of a change to the Articles of Association
• The handling fee must be paid in advance (For further information, please see our payment instructions.).

Time limit for notification

• There are no exact deadlines, but you should submit the notification without delay.

Useful tips

Qualification criteria

The following cannot be elected to be a member of a Board of Directors:

• legal persons
• minors
• persons under guardianship, or persons with restricted legal competency
  
• bankrupts
• persons banned from doing business.

Foreign citizens

At least one ordinary member and at least one deputy member in a Board of Directors must be resident in the European Economic Area EEA). However, the NBPR can grant dispensation from this requirement. If you list a person who has no Finnish personal identity code on your Board of Directors, please enclose proof of his/her existence. For further information, see “Permits to persons from outside the EEA”.

Number of Board members

It is useful to check what the Articles of Association lay down concerning the composition of the Board of Directors before a new Board is elected. Under the Limited Liability Companies Act, one to five ordinary members must be elected unless the Articles of Association state otherwise. If the Board of Directors consists of less than three members, at least one deputy member must be elected; if there are two or more ordinary members, you must elect a Chairperson. The Chairperson is elected by the Board of Directors, except if another decision has been made when electing the Board, or if the Articles of Association include other provisions.

Notification on terminated position

Board members themselves can also notify the Trade Register of the termination of their appointment. See “Termination of appointment”.

Consent

Under the latest Limited Liability Companies Act, it is no longer necessary for anyone elected into a company's Board of Directors to confirm in writing to the Trade Register that they have agreed to take on the elected role.