Permits to persons from outside the European Economic Area (EEA) to hold managerial positions in businesses or to establish a branch
The National Board of Patents and Registration (NBPR) grants, on application, permits to persons coming from outside the EEA to hold managerial positions or other positions of responsibility in businesses. The person’s nationality does not decide whether a permit is needed or not. The permanent place of residence or the legal person’s domicile, on the other hand, is of greater importance. Local Register Offices (‘maistraatti’ in Finnish) give further information on how a permanent place of residence in Finland is determined.
You also need a permit from the NBPR to establish a branch of an organisation or a foundation that is from outside the EEA.
For information on residence permits needed in business, please contact the Finnish Immigration Service.
Questions and answers concerning permits to foreigners in businesses
Limited company or housing company
General partnership or limited partnership
Branch of a foreign organisation
Countries belonging to the European Economic Area (EEA)
A permit may also be needed in some less common situations. Thus the manager of a European Economic Interest Grouping must be a resident of the EEA, unless the NBPR grants a dispensation from this requirement, whereas in a tenant owners’ society (right-of-occupancy housing) at least one Board member, deputy Board member and Housing Manager must be a resident of the EEA. Otherwise they would need an exceptional permission from the NBPR. Besides permits for foreigners in businesses, special provisions have also been given on permits to foreigners in foundations and associations.
Limited company or housing company
Question: Can a foreigner be a shareholder /Board member/Managing Director (Housing Manager) in a limited company?
Answer: The nationality of the person is not a decisive factor. What is essential is in which country he or she lives permanently. In certain cases a person residing outside the European Economic Area (EEA) needs a permit from the NBPR.
Shareholder
In regular businesses there are no restrictions based on the place of residence or domicile, or nationality, regarding the right to own shares. There are, however, some rare special situations which are governed by the Act on the Monitoring of Foreigners’ Corporate Acquisitions in Finland.
Ordinary/Deputy member of the Board of Directors
If at least one Board member is a resident of the EEA, no permit is needed. In other cases a permit from the NBPR is required.
Please note: the situation is, however, looked into separately for the part of ordinary members and deputy members respectively.
An example: A company’s Board of Directors consists of three ordinary and two deputy members.
Ordinary members:
- A Swedish citizen residing in Thailand
- A Canadian citizen residing in Portugal
- A Japanese citizen residing in Japan]
Deputy members:
- A U.S. citizen residing in Germany
- A Chinese citizen residing in China
No permit from the NBPR is required, because “at least one” of both the ordinary and the deputy members (even computed separately) are residents of the EEA. Should none of the ordinary members live in the EEA, all of them would need a permit granted by the NBPR.
The above described principles concerning Board members also apply to members of the Supervisory Board and liquidators, should there be any.
Managing Director/Deputy Managing Director/Housing Manager of a limited company
The Managing Director (and his/her deputy, if any) must have a place of residence in the EEA. The Housing Manager of a company under the Housing Companies Act must also be a resident of an EEA state. In other case he/she has to obtain a permit from the NBPR.
Representative in Finland
A limited company must have a representative who is entitled to receive summons and other notifications on behalf of the company. The representative must be domiciled in Finland and is entered in the Trade Register. If, however, the company has a member or deputy member of the Board of Directors, a Managing Director, a person authorised to sign for the company, or a holder of procuration who has been notified to the Trade Register and is resident in the EEA, it is not necessary to elect a separate representative. The Act on the Right to Carry on a Trade lays down provisions on the notification of a representative to the Trade Register.
General partnership or limited partnership
Question: Can a foreigner serve as a partner in a general partnership or limited partnership?
Answer: At least one of the partners in a general partnership or of general partners in a limited partnership has to have a place of residence or, if the partner is a legal person, the domicile in the EEA. Otherwise a permit must be sought from the NBPR for all partners that are not from the EEA.
The silent partners of a limited partnership are not required to have a place of residence or a domicile in the EEA. Nationality is thus not a decisive factor.
Representative in Finland
A partnership must have a representative who is entitled to receive summons and other notifications on behalf of the partnership. The representative must be domiciled in Finland and is entered in the Trade Register. If, however, the partnership has a partner (in a limited partnership a general partner), a Managing Director, or a holder of procuration resident in the EEA, no separate representative is needed. The Act on the Right to Carry on a Trade lays down provisions on the notification of a representative to the Trade Register.
Private trader
Question: Can a foreigner function as a private trader?
Answer: Nationality is not a decisive factor, but the trader’s place of residence must be located within the EEA. Otherwise he/she has to apply for a permit from the NBPR.
For example a natural person resident in Estonia can operate as a private trader in business in Finland.
Representative in Finland
When you notify a private trader for entry in the Trade Register, the trader must have a representative who is entitled to receive summons and other notifications on behalf of the trader. The representative must be domiciled in Finland. If, however, the trader is resident in the EEA, no separate representative is needed. The Act on the Right to Carry on a Trade lays down provisions on the notification of a representative to the Trade Register.
Co-operative
Question: Can a foreigner serve as a Board member or Managing Director?
Answer: Nationality is not a decisive factor. At least one Board member and the Managing Director must, however, have a place of residence in the EEA, unless the NBPR grants a dispensation from the requirement. A separate computation is made for the part of ordinary members and deputy members respectively in checking whether they satisfy the requirement concerning the place of residence. A corresponding regulation is also applied to the members of the Supervisory Board and the liquidators, if any.
Representative in Finland
A co-operative must have a representative who is entitled to receive summons and other notifications on behalf of the co-operative. The representative must be domiciled in Finland and is entered in the Trade Register. If, however, the co-operative has a member of the Board of Directors, a Managing Director, a person authorised to sign for the co-operative, or a holder of procuration who has been notified to the Trade Register and is resident in the EEA, it is not necessary to elect a separate representative. The Act on the Right to Carry on a Trade lays down provisions on the notification of a representative to the Trade Register.
Branch of a foreign organisation
Representative of the branch
A branch of a foreign trader must have 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 domicile (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 be domiciled in Finland.
Applying for a permit
Question: How is a permit needed by a foreign entrepreneur or organisation to serve in a business applied for?
Answer: The permit is applied for by a written application, free in form, giving the grounds why the permit should be granted. The application must be filed either in Finnish or in Swedish.
The application must state the following:
- The name, nationality and place of residence of the applicant as well as the State in which the place of residence is located. If the applicant is an organisation, its name and domicile and the State in which the domicile is located.
- The permit or permits applied for (for example a permit to act as a founder or a member of the Board of Directors of a limited company).
- The company name, the business ID must also be indicated if the company already has acquired it.
- The grounds why the permit should be granted.
- The postal address and other contact details (such as phone number) of the applicant or his/her representative.
If several permits are applied for with regard to the same business, the applicant can file one single application in which all the permits applied for and all the applicants are identified. The application must be dated and signed by each applicant or the person authorised by the applicant to sign it by a Power of Attorney. If the applicant is an organisation, the persons authorised to sign for the organisation may sign the application. If the application is signed by a Power of Attorney, the application must be accompanied by that Power of Attorney.
The application fee (120 euros) is payable for each permit. If the permit is sought for three members of the Board, three fees are collected (a total of 360 euros). The fee must be paid after the decision to either grant or deny the permit has been taken. If the NBPR sends both the decision and the invoice to you by mail, there will be an additional charge of 12 euros for delivery and invoicing.
Please note: When you report a matter to wich th NBPR has granted a permit, please also submit a certified copy of the decision on the granting of the permit together with the notification to the Trade Register.
Question: What enclosures are usually required in support of a permit application?
Permit for a member of the Board of Directors or for a Managing Director in a limited company
When establishing a company
- Certified copies of the Memorandum of Association and the Articles of Association of the company being formed.
- If the old Limited Liability Companies Act is applied to the establishment, also the minutes of the Constituent Meeting .
- If a permit is sought for the post of the Managing Director, a copy of the minutes of the Board of Directors must also be enclosed.
- If the applicant does not have a Finnish personal identity code, a photocopy of his or her passport .
- If the application is made on the basis of the old Limited Liability Companies Act and does not relate to a company referred to in the Housing Companies Act, consent to the task in writing has to be enclosed with the application if the applicant does not personally sign the application.
- If the application is accompanied by a document in a foreign language, a translation thereof into Finnish or Swedish.
If a permit is sought when members of the Board of Directors or the Managing Director of an already established company are changed
- A certified copy of the minutes of the meeting in which the election was made. Decisions regarding the election of the Board of Directors are usually taken by the General Meeting, whereas the Managing Director is in regular companies elected by the Board of Directors.
- If the applicant does not have a Finnish personal identity code, a photocopy of his or her passport.
- If the application is made on the basis of the old Limited Liability Companies Act and does not relate to a company referred to in the Housing Companies Act, consent to the task in writing has to be enclosed with the application if the applicant does not personally sign the application.
- If the application is accompanied by a document in a foreign language, a translation thereof into Finnish or Swedish.
Permit for a partner in a general or limited partnership
Upon establishing a partnership
- Upon establishing a partnership, the Partnership Agreement (a certified copy).
- If a permit is sought when a partner is changed, an agreement concerning the amendment of the Partnership Agreement.
- If the applicant does not have a Finnish personal identity code, a photocopy of his or her passport
- If the applicant is an organisation, an extract from the register in which the organisation has been entered and a copy of the Articles of Association or Rules of the organisation
- If the application is accompanied by a document in a foreign language, a translation of that document into Finnish or Swedish
Permit for a private trader
If the applicant does not have a Finnish personal identity code, a certified copy of his or her passport has to be enclosed with the application.
Permit for a branch
- A proof of the decision taken by a foreign organisation or foundation to establish a branch in Finland (a certified copy).
- An extract from the register in which the organisation or foundation establishing the branch is entered in its home country and a copy of the Articles of Association or the Rules of the foreign trader.
- A translation into Finnish or Swedish of any foreign-language document accompanying the application.
The permit procedure
The NBPR has granted a permit to a branch of a foreign trader if the parent body is duly registered in its home country. For other company forms, the granting procedure has, on the other hand, been quite strict. Some examples:
- Private traders: The NBPR has granted a permit to persons who live permanently in a country that has acceded to the Lugano Convention. In practice, this means persons who live permanently in Switzerland.
- Partners of general partnerships and general partners of limited partnerships: The NBPR has granted a permit to persons who live permanently in a country that has acceded to the Lugano Convention. In practice, this means persons who live permanently in Switzerland. When you apply for a permit for a legal person to be a partner, it is relevant in which country the legal person has its domicile (the municipality where the operations are managed).
- Ordinary members of the Board of Directors of a limited company: The NBPR has granted a permit to persons who live permanently in a country that has acceded to the Lugano Convention. In practice, this means persons who live permanently in Switzerland. The NBPR has also granted a permit to US citizens who live permanently in the United States. This is based on a Treaty of Friendship, Commerce and Consular Rights between Finland and the United States.
- Managing Director of a limited company: The NBPR has granted a permit if at least one person who lives permanently in the European Economic Area is an ordinary member of the Board of Directors. The NBPR has also granted a permit to US citizens who live permanently in the United States.
These examples give a general idea of the permit procedure. Please remember however that an application will not be assessed and decided until during the actual processing.