Start-up Notification of a general partnership and a limited partnership
Notification to the Trade Register
Duty to notify
General partnerships and limited partnerships must always file a Start-up Notification with the Trade Register in Finnish or in Swedish. The notification has to be filed before the start of operations. However, the partnership comes into being as soon as the partnership agreement is signed, unless otherwise agreed.
General partnerships
A general partnership has at least two partners who jointly carry on a trade on the basis of a contract (the partnership agreement). The partners of a general partnership are personally liable for the debts and other obligations of the partnership. The partners can be either natural persons or organisations, such as other companies.
Limited partnerships
A limited partnership is the same as a general partnership except that limited partnerships have two types of partners: general partners (also called active partners) are personally liable for the obligations of the partnership in the same way as in general partnerships, while the liability of silent partners is limited to the amount of the partner's contribution agreed upon in the partnership agreement. A limited partnership must have at least one general partner and at least one silent partner.
Notification to the Trade Register
Form
- Form Y2.
- Please fill in the form’s basic part on pages 1-3 for the National Board of Patents and Registration and the Tax Administration, and page 4 for the Trade Register. Please also fill in page 5 for the tax authorities if you report the partnership to a register maintained by the Tax Administration.
- The Start-up Notification of a general partnership is signed by a partner or a person authorised by a partner.
- The Start-up Notification of a limited partnership is signed by a general partner (also called active partner) or a person authorised by such partner.
- If an authorised person signs the notification, the original power of attorney, if it is a general power of attorney, or a certified copy of the power of attorney must be enclosed.
Enclosures
- The original partnership agreement – in Finnish or in Swedish – must be enclosed with the notification.
- Usually, no other documents are necessary. A copy of a trade licence may however be necessary in some cases. Read more about permits for foreigners.
Handling fee
Partnership agreement
Please note that the partnership agreement to be enclosed with the notification must be in Finnish or in Swedish.
A high degree of contractual freedom is allowed in respect of partnership agreements of general or limited partnerships, and the Finnish Partnerships Act does not specify any minimum contents for the partnership agreement. Usually, the formation of the partnership, and some other details necessary to its operations, are agreed upon in the agreement.
The Trade Register requires that at least the following details should be specified in the Agreement:
- the name of the partnership;
- the municipality where the partnership is managed;
- the line of business (type of business);
- partners;
- for limited partnerships, please also specify who are general partners (also called active partners) and who silent partners; and
- the amount in euro of the contribution made by a silent partner of the limited partnership.
In the partnership agreement, you may however also agree upon other matters than those mentioned above, such as the representation of the partnership, the distribution of profits, the assignment of a partnership share, the resignation from the partnership, the notice to terminate a partnership agreement, the dissolution of the partnership, the death of a partner etc. Most of these matters are included in the secondary provisions of the Finnish Partnerships Act, which are applied unless otherwise agreed by the partners.
The partnership agreement must be dated and signed by all the partners (also by the silent partners).
Where to get help
The EnterpriseFinland website provides more information on the formation of limited or general partnerships. In addition, ELY Centres and Enterprise Agencies give personal advice about company formation.