Start-up notification of a general partnership or a limited partnership

Duty to notify

General partnerships and limited partnerships must always file a start-up notification with the Trade Register in Finnish or in Swedish. The notification has to be filed before the start of operations.

General partnerships

A general partnership has at least two partners who jointly carry on a trade on the basis of a contract (the partnership agreement). The partners of a general partnership are personally liable for the debts and other obligations of the partnership. The partners can be either natural persons or organisations, such as other companies.

Limited partnerships

A limited partnership is the same as a general partnership except that limited partnerships have two types of partners: general partners (also called active partners) are personally liable for the obligations of the partnership in the same way as in general partnerships, while the liability of silent partners is limited to the amount of the partner's contribution agreed upon in the partnership agreement. A limited partnership must have at least one general partner and at least one silent partner.

Notification to the Trade Register

Form

  • Form Y2
  • Personal data form. The Trade Register has introduced a new notification procedure. You no longer have to submit the home address of those living in Finland. 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
  • The start-up notification of a general partnership is signed by a partner or a person authorised by a partner.
  • The start-up notification of a limited partnership is signed by a general partner (also called active partner) or a person authorised by such partner.
  • If an authorised person signs the notification, the original power of attorney, if it is a general power of attorney, or a certified copy of the power of attorney must be enclosed.

Enclosures

  • The original partnership agreement – in Finnish or in Swedish – must be enclosed with the notification.
  • Usually, no other documents are necessary. A copy of a business licence may however be necessary in some cases. Read more about permits for foreigners

Handling fee

Partnership agreement

Please note that the partnership agreement to be enclosed with the notification must be in Finnish or in Swedish.

The Trade Register requires that at least the following details should be specified in the agreement:

  • the name of the partnership;
  • the place of registered office (municipality in Finland);
  • the line of business (type of business);
  • partners;
  • for limited partnerships, please also specify who are general partners (also called active partners) and who silent partners; and
  • the amount in euro of the contribution made by a silent partner of the limited partnership.

In the partnership agreement, you may however also agree upon other matters than those mentioned above, such as the representation of the partnership, the distribution of profits, the assignment of a partnership share, the resignation from the partnership, the notice to terminate a partnership agreement, the dissolution of the partnership, the death of a partner etc. Most of these matters are included in the secondary provisions of the Finnish Partnerships Act, which are applied unless otherwise agreed by the partners.

The partnership agreement must be dated and signed by all the partners (also by the silent partners).

Partnerships Act changed 1 January 2016

From the beginning of 2016, general partnerships and limited partnerships will be formed through registration. If parties have previously agreed on forming a partnership that has not yet been registered, then a transitional provision applies.

A partnership must be reported for registration within three months from signing the partnership agreement, or else the formation of the partnership expires. An unregistered partnership formed before 2016 must be reported for registration within two years from the start of 2016, otherwise the partnership will be dissolved. The partnership is dissolved also if registration is rejected after the time limit has expired.

Where to get help

The EnterpriseFinland website provides more information on the formation of limited or general partnerships. In addition, Enterprise Agencies give personal advice about company formation.

Printable version
Latest update 04.08.2017