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For a foreign founder the choice of form is rarely difficult. The private limited liability company, the osakeyhtiö or Oy, is a legal person separate from its owners, can be founded by one person and needs no minimum share capital. The other forms either make the owner personally liable or serve a narrower purpose. The table summarises the types of companies in Finland.
| Form | Founders | Liability and capital |
|---|---|---|
| Osakeyhtiö (Oy) | One or more; at least one board member and, on a small board, a deputy | Shareholders not liable beyond their investment; no minimum capital |
| Julkinen osakeyhtiö (Oyj) | One or more | EUR 80,000 minimum share capital |
| Toiminimi (private trader) | One person only | Unlimited personal liability |
| Avoin yhtiö (general partnership) | At least two partners | Every partner fully liable |
| Kommandiittiyhtiö (limited partnership) | At least one responsible and one silent partner | Silent partner liable only for the agreed investment |
| Osuuskunta (cooperative) | One or more members | Members risk their membership share |
| Sivuliike (branch) | A foreign company | Part of the foreign company, not a Finnish subsidiary |
A branch must be notified to the Trade Register before it starts operating. The rest of this page deals with the Oy, the form nearly every enquiry about company formation in Finland ends with.
Since 1 July 2019, when Act 184/2019 rewrote chapter 1, section 3 of the Companies Act, a minimum share capital applies only to public companies. A private Oy can be founded with no share capital at all, in which case the Trade Register, kept by the Finnish Patent and Registration Office (PRH), records 0 euros. Where shares are paid in cash, the money goes into an account with a Finnish deposit bank, a Finnish branch of a foreign credit institution or a comparable foreign account, and only fully paid shares can be notified for registration.
The company is created by a written memorandum of association signed by every shareholder. It names the shareholders, their shares, what is paid for them and when, and the first board members. The articles of association need only three things: the trade name, the municipality in Finland where the company has its registered office (the kotipaikka) and the field of operation.
The Act requires a board of one to five members; if there are fewer than three, at least one deputy member must also be appointed. A legal person cannot sit on the board. A managing director (toimitusjohtaja) is optional. The board keeps the company’s own shareholder register, which must be created without delay once the company exists.
What catches founders from outside Europe is residence, not nationality. Under chapter 6, sections 10 and 19 of the Act, at least one board member must reside in the European Economic Area, and so must the managing director if one is appointed. PRH applies the test to each group separately: one EEA-resident ordinary member is enough for the ordinary members, one EEA-resident deputy for the deputies. Where the test is not met, the persons concerned need a PRH permit. Citizenship plays no part, and PRH notes that residence in Switzerland or the United States can support a permit under the Lugano Convention or a treaty with the US.
A second rule follows from the first. Unless the company has an EEA-resident board member, deputy, managing director, authorised signatory or registered procurist, it must enter in the Trade Register a representative living in Finland who can receive summonses on its behalf. Shareholders face no residence test at all.
Oy registration is an online filing in the Business Information System at ytj.fi, run jointly by PRH and the Tax Administration. Paper forms have not been accepted since 1 January 2026, and the service works in Finnish and Swedish only. There are two routes. The guided online set-up writes the memorandum and standard articles for you, but only where the company has no share capital, every shareholder is an adult and every person filed has a Finnish personal identity code. Everyone else, including any founder without a Finnish identity code or any corporate shareholder, files a start-up notification with documents they have drafted.
| Step | What happens | Rule |
|---|---|---|
| 1. Memorandum and articles | All shareholders sign; the articles text is typed into the online form | Companies Act, chapter 2, sections 1 to 3 |
| 2. Payment for shares | Only where shares carry a subscription amount | Only fully paid shares can be registered |
| 3. Notification | Filed at ytj.fi with the board’s and managing director’s confirmation that the law has been followed, plus passport copies for foreign persons | Within three months of signing the memorandum, or the incorporation lapses |
| 4. Business ID | Issued once the notification is entered in the system, often right after online filing | Visible in the ytj.fi search about two working days later |
| 5. Registration | PRH enters the company in the Trade Register | The company exists only from registration |
Under chapter 2, section 10, a company that is not yet registered cannot acquire rights or make commitments, and anyone acting for it meanwhile is jointly and severally liable. PRH processes notifications in order of arrival and publishes its queue: on 19 October 2026 it was working on online start-up notifications that had arrived on 13 October. That is a snapshot, not a promise.
Logging in to ytj.fi with Finnish credentials requires a Finnish personal identity code, which most foreign founders do not have. PRH’s special-case rules set out what a foreign founder can do instead. A board member can file through the identification form for foreign persons with an electronic ID from one of the EU countries PRH lists. A contact person authorised by the company can file, although that person needs a Finnish identity code to log in. And an attorney who is a member of the Finnish Bar Association can sign notifications at ytj.fi. Only where nobody connected with the company can log in by any of these means may the forms be posted to PRH, with evidence of why online filing was impossible.
Every Oy must identify its beneficial owners: the individuals who own or control more than 25% of its shares or votes, directly or through other companies, or who control it in another way. If nobody meets the test, the board, the managing director or people in a comparable position are filed instead. A company set up online at ytj.fi gives these details in the start-up notification itself; any other company files them separately once registered. After that, changes must be notified without delay.
Banks, accounting firms and law firms must report discrepancies they find in these details, PRH can record an uncorrected discrepancy in the Trade Register, and a company that ignores requests to file can be removed from the register or ordered into liquidation.
The company registration number in Finland is the Business ID (Y-tunnus): seven digits, a dash and a control mark, for example 1234567-8. PRH’s Virre service shows basic details of every company, including its name and name history, registration date and company type, and gives an electronic Trade Register extract. The Trade Register holds no information about shareholders of an Oy; ownership is recorded only in the company’s own shareholder register, open to anyone at the company’s head office.
The field of operation in the articles is written in the company’s own words; PRH advises naming every area the company works in or plans to. The five-digit toimiala code shown in YTJ is separate and follows Statistics Finland’s classification, moved to TOL 2025 at the start of 2026.
The same start-up notification can register the company with the Tax Administration. The Tax Administration says registrations and changes take three weeks on average, including PRH processing (its figure of 17 September 2026).
| Obligation | Rule |
|---|---|
| VAT register | Compulsory once turnover exceeds the EUR 20,000 threshold in a calendar year; voluntary below it if the activity is genuinely a business |
| VAT rates | 25.5% general; 13.5% reduced since 1 January 2026; 10% for newspapers and magazines |
| Prepayment register | Optional, but customers of an unregistered company must withhold 13% on payments for work |
| Employer register | Only for regular employers |
| Corporate income tax | 20% for 2026; the government has proposed 18% from tax year 2027 (HE 151/2026) |
| Income tax return | Within four months of the end of the last calendar month of the financial year, even with no activity |
| Financial statements | Filed with the Trade Register within eight months of the end of the financial period, every year |
| Audit | Not compulsory while no more than one threshold (EUR 100,000 balance sheet, EUR 200,000 net sales, three employees) is exceeded in two consecutive years |
Both annual filings are due even for a company that has not traded, and a financial statement more than a year late starts a PRH reminder procedure that ends, if ignored, with removal from the Trade Register.
For an Oy holding group, the rule that matters is the participation exemption. A company that sells shares held as fixed assets pays no tax on the gain if it owned at least 10% of the share capital of the company sold and held the shares for at least a year. The exemption does not cover shares in real estate companies, housing companies or companies whose main function is owning real estate. One trade-off: under the Auditing Act, a company whose main activity is owning and managing securities, and which has significant influence over another company, must always appoint an auditor, whatever its size.
Because Finnish registration is online and quick, a new Oy suits most founders. A ready-made company earns its place when the company must exist and sign contracts before a new one could be registered, when an older registration date matters to a counterparty, or when you want existing tax registrations. It does not avoid the EEA residence rule or the beneficial owner filing. Our page on ready-made shelf companies in Finland explains the share transfer and the transfer tax, and the general guide to off the shelf companies compares the two routes across jurisdictions.
We can form a new Oy or supply a ready-made one, prepare the memorandum, articles and start-up notification or the transfer documents and registry filings, and help prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction, and the bank alone decides. If no board member lives in the EEA, we can arrange an EEA-resident board member, and where the law requires it a representative resident in Finland to accept service, through a provider entered in the anti-money laundering register kept by Lupa- ja valvontavirasto; that board member carries the full duty of care and personal liability of the Limited Liability Companies Act, and the owner is filed with the Finnish Patent and Registration Office as beneficial owner. What Finnish banks ask of a new company is set out on our page on bank accounts for Finnish companies, and the Finland overview covers the wider picture.
No statute sets a processing time. The only fixed deadline is that the start-up notification must reach the Trade Register within three months of signing the memorandum of association. PRH handles notifications in order of arrival and publishes its queue; on 19 October 2026 it was processing online start-up notifications that had arrived six days earlier. Registrations with the Tax Administration’s VAT and prepayment registers take three weeks on average.
No. Since 1 July 2019 the Companies Act sets a minimum only for public companies, which need EUR 80,000. A private Oy can be registered with no share capital, and the Trade Register then shows 0 euros. If you do subscribe capital, the shares must be fully paid before the company is notified for registration, into a Finnish bank account or a comparable foreign account.
Yes. Shareholders can be of any nationality and live anywhere. The condition sits on the management: at least one board member and the managing director, if there is one, must reside in the European Economic Area, unless PRH grants a permit. Without an EEA-resident officer the company also needs a representative in Finland for service of process.
It is the Business ID, or Y-tunnus, issued by PRH or the Tax Administration once the start-up notification is entered in the Business Information System. It has seven digits, a dash and a control mark, such as 1234567-8. The ID alone does not show whether the company is in the Trade Register or the tax registers; the ytj.fi search does.
No. The beneficial owner details an Oy files with PRH are not open to the public. Anyone can check in Virre whether a notification has been registered, but the names can be seen only by the company’s own officers, by authorities and by obliged entities such as banks and auditors acting under the Anti-Money Laundering Act.
The filing is online and PRH’s procedure does not require a visit. A founder without a Finnish identity code can use the foreign-person identification form with a listed EU electronic ID, an authorised contact person, or a Finnish Bar Association attorney. The memorandum must be signed by all shareholders, and foreign persons attach a passport copy.
If you are weighing up company formation in Finland, tell us who the shareholders and board members will be and we will set out what the start-up notification would need. You can also reach us on Telegram or WhatsApp at +48 663 247 166.