Notifications of liquidation of limited liability companies
Liquidation of limited liability companies is regulated by Chapter 20 of the Limited Liability Companies Act. This guide does not describe the whole liquidation procedure but gives information about the most important Trade Register procedures relating to liquidation.
Liquidation often begins once the General Meeting has made a decision to that effect. In some special cases regulated by law, the National Board of Patents and Registration (NBPR) or a court may order a limited liability company into liquidation (in the latter case, see Chapter 23 of the Limited Liability Companies Act).
In most cases, the following Trade Register procedures relate to liquidation:
Notification of liquidation and liquidators
Application for public summons
Notification of dissolution
Notification of final accounts
1. Notification of liquidation and liquidators
Once the General Meeting has decided on the liquidation and the liquidators, the liquidators must without delay register the decision. Liquidation begins once this decision has been made, unless the General Meeting designates a later date for starting the liquidation.
At least one liquidator must be resident in the European Economic Area, unless the NBPR grants an exemption from this requirement. The following persons cannot be liquidators: legal persons, minors, bankrupts, persons who are subject to business prohibition, persons under guardianship, or persons with restricted legal competency.
In Form Y4, fill in the basic information and any details that have changed.
In Appendix Form 13 (‘Liite 13’), on page 6, fill in any details that have changed, and section ‘Selvitystila, I Selvitystilaan asettaminen’ (Liquidation, I Placing into liquidation), i.e. date of General Meeting (‘Yhtiökokouksen päivämäärä’); date when liquidation begins (‘Selvitystilan alkamisajankohta’); liquidator’s name (‘Selvitysmiehen nimi’), personal identity code (‘Henkilötunnus’), citizenship (‘Kansalaisuus’), postal address (‘Postiosoite’), postal code (‘Postinumero’), and town/city (‘Postitoimipaikka’); and how the liquidators represent the company (on his or her own/jointly) (‘Miten selvitysmiehet edustavat yhtiötä (yksin / yhdessä)’).
Form Y4 is signed by a liquidator, or by a person he or she has authorised. If an authorised person signs the form, the original general power of attorney or a certified copy of a special power of attorney must be enclosed.
The liquidators can apply for a public summons to the creditors of the company already when they notify the NBPR about the liquidation and liquidators (see below for more details about how to apply for a public summons).
The liquidators must apply to the NBPR for a public summons to the creditors of the company. The liquidators can already apply for a public summons when notifying our office about the liquidation and liquidators – in this case, they must also fill in section ‘Selvitystila, II Julkinen haaste’ (Liquidation, II Public summons) on Appendix Form 13. Public summons must be applied for even if there are no creditors known to the company.
Public summons must also be applied for when the authorities have ordered the company into liquidation.
Informal application (you can also use the notification form). Indicate the company name and Business ID in the application, and apply for a public summons to the creditors of the company. If you apply for a public summons by using Form Y4 and Appendix Form 13, fill in section ‘Selvitystila, II Julkinen haaste’ (Liquidation, II Public summons) on page 6 of Appendix Form 13, i.e. tick the box after ‘Selvitysmies hakee julkista haastetta yhtiön velkojille’ (The liquidator applies for a public summons to the creditors of the company). The application is signed by a liquidator, or by a person he or she has authorised. If an authorised person signs the application, the original general power of attorney or a certified copy of a special power of attorney must be enclosed.
There is no statutory time limit for applying for a public summons.
The NBPR records the public summons in the Trade Register, and you will also receive a register extract concerning the summons and showing the wording of the public notice and the due date. The public notice about the summons is published in the Official Journal at the latest three months before the due date. In the public summons, the creditors are asked to notify the NBPR about their receivables by the due date at the latest.
You can read public notices in Finnish and in Swedish in the publication register of the Legal Register Centre at www.kuulutusrekisteri.oikeus.fi (in Finnish and in Swedish).
After the due date, the NBPR informs the liquidator, or his or her representative, whether any creditors have notified their receivables to the registration authority, and what receivables were notified.
As part of the public notice procedure, the NBPR orders the liquidators to inform known creditors of the following no later than one month before the due date indicated in the public notice:
the public summons
the list referred to in Section 3 of the Public Summons Act (list of creditors)
3. Notification of dissolution
The company is deemed to have been dissolved once the liquidators have presented the final accounts to the General Meeting. The liquidators must without delay register the dissolution (see Chapter 20, Section 17 of the Limited Liability Companies Act).
In Form Y4, fill in the basic information and indicate that the company has been dissolved.
In Appendix Form 15 (‘Liite 15’), fill in the company name (‘Yrityksen toiminimi’) and the Business ID (‘Yritys- ja yhteisötunnus’). Also fill in the sections concerning liquidation (‘Selvitystila’), i.e. the date when the final accounts were approved by the General Meeting (‘Lopputilityksen hyväksymispäivä yhtiökokouksessa’), and the section concerning the accounting material (‘Kirjanpitoaineisto’), i.e. the name of the person keeping the accounting material after the dissolution (‘Nimi (Kirjanpitoaineiston säilyttäjä lopettamisen jälkeen)’), his or her postal address, postal code, and town/city (contact details are not necessary, if the person in question has a Finnish personal identity code) (‘Postiosoite (ei täytetä, jos henkilöllä on suomalainen henkilötunnus)’, ‘Postinumero’, ‘Postitoimipaikka’).
Form Y4 is signed by a liquidator, or by a person he or she has authorised. 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.
Minutes of the General Meeting where the final accounts were presented (for example a certified copy of the minutes)
4. Notification of final accounts
The final accounts must be submitted for registration as provided in Chapter 8, Section 10 of the Limited Liability Companies Act. The procedure is, to some extent, similar to the procedure for making financial statements documents available to the public through the Trade Register. The submission of final accounts to the Trade Register and the notification of dissolution of a company are basically, however, two separate procedures.
If you notify the Trade Register about the dissolution and submit the final accounts in one go by using the same forms, indicate in Form Y4 in section ‘Lisätietoja/Additional information’ that you are submitting the final accounts for registration.
You do not have to use the notification forms to submit the final accounts for registration. But if you notify the Trade Register about the dissolution and submit the final accounts at the same time, indicate in Form Y4 in section ‘Lisätietoja/Additional information’ that you are also submitting the final accounts for registration.
The notification is free of charge.
Enclose the final accounts.
Notification of decision to terminate liquidation
Chapter 20, Section 19 of the Limited Liability Companies Act applies to the termination of liquidation, the continuation of operations, and how a management is appointed for the company in this case. The act also includes provisions about how the decisions must be taken and in what kind of situations decisions on termination of liquidation and continuation of operations can be made. This guide does not however give instructions on how to take such decisions.
The decision to terminate liquidation and to appoint a management must be submitted for registration without delay once the management has been appointed. The public summons to the creditors of the company lapses when the termination of liquidation has been registered. The liquidators must also present a final settlement of their administration as provided in Chapter 20, Section 16 of the Limited Liability Companies Act.
Form Y4 is signed by an ordinary member of the Board of Directors, the Managing Director, or a person one of the two has authorised by a power of attorney. 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.
Liquidations based on a decision made before the new Limited Liability Companies Act entered into force will remain effective, and the old act is applied to them. After the new act entered into force, liquidations based on a decision made by the General Meeting – or on a decision made by a court on the basis of Chapter 13, Section 2 of the old act – can still be terminated as provided in Chapter 20, Section 19 of the new act (see Section 21 of the Act on the Implementation of the Limited Liability Companies Act).
The old act is applied where a reference to the provisions of the old act is made in the Housing Companies Act (809/1991) (see for example Section 1 of the Act on the Implementation of the Limited Liability Companies Act, and Section 3 of the Housing Companies Act).
Qualifications of liquidators
The qualifications required of liquidators are the same as those for members of the Board of Directors, i.e. liquidators cannot be
legal persons
minors
persons under guardianship or persons with restricted legal competency
bankrupts, or
persons subject to business prohibition.
In practice, a member of the Board of Directors or the Managing Director of the company has in some cases been chosen as liquidator.