Board of directors

You should notify the Trade Register of any changes to the composition of a limited liability company’s board of directors without delay. It is the ordinary board members and the managing director that are responsible for the notification.

Notifications to the Trade Register

You can file notifications online using the service in Finnish or in Swedish provided by the PRH and the Finnish Tax Administration at ytj.fi or using paper notification forms.

Paper notification forms

  • Form Y4 and Appendix Form 13. Fill in the forms in Finnish or in Swedish.
  • Use a specific Personal Data Form for submitting identification data of natural persons. Do not fill in personal identity codes or home addresses on any other notification forms. Read more
  • Please note that the whole composition of the board must be listed on the form, even if only some of the board members have changed.
  • Form Y4 must be signed by a board member, the managing director, or by a person authorised by either a board member or the managing director. 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.

Enclosures to be submitted with online notifications or with paper notification forms

  • Copy of the general meeting minutes, certified by one person (or other record of the election if the articles of association provide that another party elect one or several members of the board)
  • As far as the election of the chairperson of the board of directors is concerned, a copy of the board meeting minutes, certified by one person (or other record of the election if it was carried out by another party than the board)
  • Receipt for the handling fee if you file your notification on paper.
  • Do not attach any documents to your notification (such as minutes or partnership agreements) containing personal identity codes or addresses of natural persons. Read more

Handling fees

Please note that the handling fees are different for online filing at ytj.fi and for filing on paper. The method of payment is also different.

Handling fees for online filing:

  • Online notification of change of board of directors, holders of procuration, persons entitled to represent the company, auditors, managing director or house manager: 40 euros per matter.
  • You pay the handling fee through the online service.

Handling fees for paper notifications:

  • Written notification concerning change of board of directors, holders of procuration, persons entitled to represent the company, auditors, managing director or house manager on paper forms: 40 euros per matter + 45 euros per notification.
  • The handling fee is 380 euros 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 changed. For example, according to the articles of association, the board of directors consists of three ordinary members. Five ordinary members are elected into the board, which requires a change to the articles of association.
  • The handling fee must be paid in advance.

Examples of fees:

    • A company submits written details of a new board of directors on paper forms. The handling fee is 85 euros (40 + 45).
    • A company submits written details of a new managing director and board of directors on paper forms. The handling fee is 125 euros (40 + 40 + 45).
    • A company submits written details of a new board of directors and auxiliary company name on paper forms. The handling fee is 185 euros (100 + 40 + 45).
    • A company submits written details of a new board of directors and about giving up an auxiliary company name on paper forms. The handling fee is 125 euros (85 + 40).

See our payment instructions.

Go to the price list.

Deadlines

  • There are no exact deadlines, but you should submit the notification without delay.

Online filing

You can file notifications online using the service in Finnish or in Swedish provided by the PRH and the Finnish Tax Administration at ytj.fi. Go to ytj.fi.

Useful tips

Qualification criteria

The following cannot be elected to be a member of a board of directors:

  • legal persons
  • minors
  • persons under guardianship, or persons with restricted legal competency
  • bankrupts
  • persons banned from doing business.

Foreign citizens

At least one ordinary member and at least one deputy member in a board of directors must be resident in the European Economic Area EEA). However, the PRH can grant dispensation from this requirement. If you list a person who has no Finnish personal identity code on your board of directors, please enclose proof of his/her existence. For further information, see “Permits to persons from outside the EEA".

Number of board members

It is useful to check what the articles of association lay down concerning the composition of the board of directors before a new board is elected. Under the Limited Liability Companies Act, one to five ordinary members must be elected unless the articles of association state otherwise. If the board of directors consists of less than three members, at least one deputy member must be elected; if there are two or more ordinary members, you must elect a chairperson. The chairperson is elected by the board of directors, except if another decision has been made when electing the board, or if the articles of association include other provisions.

Notification on terminated position

Board members themselves can also notify the Trade Register of the termination of their appointment. See “Termination of appointment".

Printable version
Latest update 08.02.2017