Ad­min­is­tra­tive en­force­ment mea­sure: Or­der­ing a lim­ited li­a­bil­ity com­pany into liq­ui­da­tion or re­mov­ing it from the Finnish Trade Reg­is­ter

These instructions are intended for limited liability companies in the Finnish Trade Register. The instructions apply to situations where the company has neglected its notification obligation in the situations laid down in the Finnish Limited Liability Companies Act.

If the company terminates its operations voluntarily, go to our instructions: Dissolution of a limited company.

You can file an application with the PRH and request the company be removed from the Trade Register or be ordered into liquidation in the situations described in the Finnish Limited Liability Companies Act.

Please note that mere inactivity is not a legal ground for ordering the company into liquidation or for deregistration. Read our instructions on how to close down an inactive company: Liquidation of limited liability companies.

Missing financial statements or board leads first to a penalty fee

Please note that if the company does not have a competent board of directors, the Finnish Patent and Registration Office (PRH) can first impose a negligence fee on the company if the company does not correct the deficiency in its Trade Register details despite the PRH’s request. Read more about the negligence fee and how it is imposed.

If the company has not submitted its financial statements within a year of the end of the financial period, the PRH imposes first a fee for late submission before it can order the company into liquidation or remove the company from the Finnish Trade Register. This applies to financial periods that ended on 1 December 2024 or later. Read more about the fee for late submission of financial statements and how it is imposed.‍

When can I apply?

You can file an application for deregistration or liquidation of a company only in the situations described in the Finnish Limited Liability Companies Act. The most common situations are:

• The company has failed to file its financial statements with the Trade Register within one year of the end of the financial period despite reminders from the PRH.
• The company has failed to file a competent Board of Directors with the Trade Register despite reminders from the PRH.

Who can apply?

An application for the liquidation or deregistration of a company may be filed by one of the following:

• a member of the Board of Directors
• the Managing Director
• an auditor
• a shareholder
• a creditor
• anyone whose rights may depend on appropriate registration or the placing of the company into liquidation.

How to apply for deregistration from the Trade Register

File the application using our online form or send a free-form written application by post to the PRH.

Give the following details in the application:

• Name and position of the applicant(s). See: “Who can apply?”​
• State the legal grounds for requesting that the company be deregistered from the Finnish Trade Register. See: “When can I apply?”
• Give your contact details in the application using the personal data form. Open: personal data form.
  

The application must be signed by the applicant or a person they have authorised. If an authorised person signs the application, enclose a copy of a special power of attorney or the original general power of attorney.

Please note that all the details you provide in the application and all the files you attach to the application are made public, except for the personal data form. Do not include any files that contain personal identity codes, home addresses, or other confidential details (such as health details or business secrets). The contact details of the contact person are not public in applications initiated on or after 1 January 2025.

How to apply for an order of liquidation

File the application using our online form or send a free-form written application by post to the PRH.

Give the following details in the application:

• Name and position of the applicant(s). See: “Who can apply?”​
• State the legal grounds for requesting that the company be ordered into liquidation. See: “When can I apply?”
• State whether the company has enough assets to cover the costs of liquidation or if someone else will bear the liquidation costs.
• Name and personal identity code of the liquidator and confirmation that the liquidator has consented to the assignment. Enclose a personal data form with the name and personal identity code of the liquidator. If you send the application by post, enclose also the consent to the assignment signed by the liquidator.
• Give your contact details in the application using the personal data form. Open: personal data form.
  

The application must be signed by the applicant or a person they have authorised. If an authorised person signs the application, enclose a copy of a special power of attorney or the original general power of attorney.

Please note that all the details you provide in the application and all the files you attach to the application are public, except for the personal data form. Do not include any files that contain personal identity codes, home addresses, or other confidential details (such as health details or business secrets). The contact details of the contact person are not public in applications initiated on or after 1 January 2025.

Handling fee

The application fee is 180 euros.

Pay the application fee in advance and enclose the receipt with your application. See our payment instructions.

How to file your application using online forms

To log in to the online form, you need to have a Finnish personal identity code and one of the following: personal internet banking codes, a mobile certificate, or a certificate card. What to do if you do not have a Finnish personal identity code

When you have logged in, select the application you want to file. Add the receipt for the handling fee, the personal data form, and all other required documents in PDF format. Send your application.

Go to the online form Application to the Trade Register (in Finnish).Avautuu uuteen välilehteen

How to send your application by post

Send your application, the receipt for the handling fee, the personal data form, and all other documents to:

PRH
Legal Unit
FI-00091 PRH, Finland

What to do if you do not have a Finnish personal identity code

If you do not have a Finnish personal identity code, you can file your application using our online form if all the following requirements are met:

1. You are a citizen of an EU country.
2. You use another EU country's means of identification.
3. The application concerns a limited liability company or a branch.

File your application using our online form: Identification method for foreign persons – Notification to the Finnish Trade Register.

When you log in, select the country whose means of identification you use. After you have logged in, select the notification of termination of a limited liability company. Enter the company details. Attach the application forms (see our instructions about applications) and all other required enclosures in PDF format. Send your application.

Go to the online form Identification method for foreign persons - Notification to the Finnish Trade Register.Avautuu uuteen välilehteen

What happens after sending your application?

1. The PRH sends a reminder letter to the company requesting the company to file the missing details by the deadline.
2. If the missing detail concerns a competent board of directors, and the company does not submit its notification of the board of directors by the deadline, the PRH imposes a negligence fee on the company.
3. If the company does not submit the missing detail after the deadline given in the reminder letter or after the negligence fee has been imposed, the PRH will record the reminder in the company's Trade Register details. The reminder will also be published in the Official Journal. At the same time, the PRH requests the creditors to make any remarks by the deadline. The company must file the missing details within about 3.5 months.
4. If the company fails to file the missing details by the deadline, the PRH will deregister the company or order it into liquidation. The PRH may decide the matter even if no proof of the company receiving the reminder is available.

What happens after ordering a company into liquidation?

If the PRH orders the limited liability company into liquidation, the liquidation proceedings are almost the same as in liquidations based on a general meeting decision. However, the PRH will automatically make an entry in the Finnish Trade Register stating that the liquidation proceedings have begun.

After the company has been ordered into liquidation, the liquidator applies for a public summons. Go to our instructions on applying for public summons.

See the legislation for more information

Provisions on the fee for negligence of notifications to the Trade Register are given in section 24 of the Finnish Trade Register Act. Read more about the Finnish Trade Register Act in the Finnish online database for legislative and other judicial information (in FinnishAvautuu uuteen välilehteen or in SwedishAvautuu uuteen välilehteen).

Provisions on ordering into liquidation or removing from the Trade Register are given in chapter 20, sections 4–6 of the Finnish Limited Liability Companies Act.

Read more about the Limited Liability Companies Act in the reference database of Finnish legislation Finlex in FinnishAvautuu uuteen välilehteenand Swedish.Avautuu uuteen välilehteen