Managing Director

The Finnish Companies Act does not require businesses to appoint a Managing Director, but their Articles of Association may lay down that you must have one. However, you can elect a Managing Director even if there is no mention of the position in the Articles of Association. The Managing Director is elected by the Board of Directors.

Notification to Trade Register

You should notify the Trade Register of an appointment of a Managing Director without delay. In limited liability companies, those responsible for the notification are the ordinary Board members and the Managing Director. If the Managing Director or his/her substitute changes, the Trade Register must be notified of the new details without delay.

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.
• Form Y4 must be signed by a Board member, the Managing Director, or by a person authorised by 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 Board meeting minutes, certified by one person
• Receipt for handling fee

Handling fee

• 85 euros (must be paid in advance; 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 Managing Director:

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

Foreign citizens

Managing Directors (and their substitutes) must be resident in the European Economic Area (EEA), unless the NBPR grants dispensation from this requirement. If you list a person who has no Finnish personal identity code as a Managing Director, please enclose proof of his/her existence.

For further information, please read “Permits to persons from outside the EEA”.

Notification on terminated position

Managing Directors 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.

House Managers

The term House Manager is used in the Housing Companies Act instead of Managing Director. Under the act, either the Articles of Association or the General Meeting can lay down that a House Manager must be elected. The House Manager is appointed and dismissed by the Board of Directors.

Sometimes, the Housing Companies Act is also applied to other limited liability companies, such as mutual real estate limited companies (see chapter 28, sections 1 and 3 of the Housing Companies Act). House Managers appointed to this type of company must be registered in the Trade Register.

Please note: Normally, notifications from housing companies are dealt with by the Local Register Office in the municipality where the company has its registered office.