Managing director

The Finnish Companies Act does not require businesses to appoint a managing director, but their articles of association may lay down that you must have one. However, you can elect a managing director even if there is no mention of the position in the articles of association. The managing director is elected by the board of directors.

You should notify the Trade Register of an appointment of a managing director without delay. In limited liability companies, those responsible for the notification are the ordinary board members and the managing director. If the managing director or his/her substitute changes, the Trade Register must be notified of the new details without delay.

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
  • Form Y4 must be signed by a board member, the managing director, or by a person authorised by 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 board meeting minutes, certified by one person
  • 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 managing director, board of directors, holders of procuration, persons entitled to represent the company, or auditors: 40 euros per matter.
  • You pay the handling fee through the online service.

Handling fees for paper notifications:

  • Written notification concerning change of managing director, board of directors, holders of procuration, persons entitled to represent the company, or auditors on paper forms: 40 euros per matter + 45 euros per notification.
  • The handling fee must be paid in advance.
  • A company submits written details of a new managing director 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).

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 managing director:

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

Foreign citizens

Managing directors (and their substitutes) must be resident in the European Economic Area (EEA), unless the PRH grants dispensation from this requirement. If you list a person who has no Finnish personal identity code as a managing director, please enclose proof of his/her existence.

For further information, please read “Permits to persons from outside the EEA".

Notification on terminated position

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

Consent

Under the latest Limited Liability Companies Act, it is no longer necessary for anyone elected into a company's board of directors to confirm in writing to the Trade Register that they have agreed to take on the elected role.

House managers

The term house manager is used in the Housing Companies Act instead of managing director. Under the act, either the articles of association or the general meeting can lay down that a house manager must be elected. The house manager is appointed and dismissed by the board of directors.

Sometimes, the Housing Companies Act is also applied to other limited liability companies, such as mutual real estate limited companies (see chapter 28, sections 1 and 3 of the Housing Companies Act). House managers appointed to this type of company must be registered in the Trade Register.

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Latest update 08.02.2017