Start-up Notification of a limited liability company
Every limited liability company is obliged to file a Start-up Notification with the Trade Register. Limited liability companies come into being through registration.
A limited liability company must be reported for registration within three months from the signing of the memorandum of association. If the company is not reported for registration within that period of time, the formation expires.
Formation package in English for your convenience
The formation of a limited liability company is reported to the National Board of Patents and Registration (NBPR) by using documents and forms in Finnish or in Swedish. To help you to fill in the documents needed for the formation and registration, we have prepared a formation package in English. The package contains formation instructions, document templates and notification forms. The English document templates and notification forms can however only be used as models and cannot therefore be submitted to the Trade Register.
Notification to the Trade Register
Forms
- Form Y1 and Appendix Form 1. Form Y1 is bilingual (English and Finnish) and can be sent to the NBPR. Appendix Form 1, on the other hand, has to be sent either in Finnish or in Swedish. The formation package includes an Appendix Form 1 in English, which can only be used as a model when filling in the Finnish or Swedish Appendix Form.
- An ordinary member of the board of directors or a person he or she has authorised signs Form Y1. 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 with the notification.
Enclosures
- The limited liability company’s original memorandum of association
- A copy of the articles of association
- A receipt showing that the handling fee has been paid.
In addition, the following documents, where necessary
- A copy of the articles of association, if it does not form part of the memorandum of association but is separately enclosed with it.
- If no statement is submitted on Appendix Form 1, you must enclose a statement of the members of the board of directors and the managing director, if any, confirming that the company has been formed in compliance with the provisions of the Limited Liability Companies Act.
- A certificate of the auditors confirming that the provisions of the Limited Liability Companies Act on the payment for shares have been complied with (if the certificate is not submitted on Appendix Form 1). If, under the law or the articles of association, the company is not obliged to elect an auditor, please enclose some other document concerning the payment for shares, for example a bank statement or an equivalent voucher given by a financial institution, or a certificate of the company's auditor. If the subscription price of the shares is paid in full with other assets than cash (contribution in kind), a KHT or HTM auditor’s account of the value of the assets is sufficient.
- If the board meeting elects the chairperson of the board of directors, holders of procuration or persons authorised to represent the company, or adopts an auxiliary company name, you must enclose a certified copy of the minutes of the meeting. Please note that the chairperson of the board of directors can also be mentioned in the memorandum of association.
- If the share capital is paid with other assets than cash, an account of an authorised KHT or HTM auditor or firm of auditors. A lay auditor cannot give the account.
- If a person without a Finnish personal identity code is reported for registration, a certified copy of his or her passport. Read more about permits to persons from outside the EEA.
- If a foreign company subscribes for shares, an extract from the register in the company’s home country.
Handling fee
- €380 if you also notify of a change to the articles of association. Changing the number of members in the board of directors may require that the articles of association be amended. For example, according to the articles of association, the board of directors shall consist of three ordinary members. Five ordinary members are elected into the board, which requires an amendment to the articles of association.
- The handling fee must be paid in advance (For further information, please see our payment instructions)
- Notification of an auxiliary company name: €95 each auxiliary name
Please note:
What kinds of company names are registered at the Trade Register?
Before the registration, you cannot be totally sure if a company name can be registered. However, you can study registered or pending company names yourself before the registration.
Where to get help
The EnterpriseFinland website provides more information on the formation of limited liability companies. In addition, ELY Centres and Enterprise Agencies give personal advice about company formation.