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Permits to persons from outside the EEA
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.
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.
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:
Deputy members:
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.
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.
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.
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.
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.
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.
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:
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.
When establishing a company
If a permit is sought when members of the Board of Directors or the Managing Director of an already established company are changed
Upon establishing a partnership
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
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:
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.