- →
-
Contact Form
-
A shelf company in Finland is an osakeyhtiö that was registered in the Trade Register, has never traded and has been held so that it can be sold. In Finnish it is usually called a valmisyhtiö, a ready company. What you buy is the shares. The company itself already exists as a legal person, with its Business ID, its articles of association, its own shareholder register and the registration date that PRH’s Virre service shows to anyone who looks it up.
A dormant company still has obligations. A Finnish Oy must file approved financial statements with the Trade Register for every financial period, even when inactive, and must file an income tax return within four months of the end of the last calendar month of its financial year, even when it did nothing. A well-kept off the shelf company in Finland therefore comes with a short but complete paper trail, and that trail is the first thing to check.
The legal reason is chapter 2 of the Limited Liability Companies Act. A Finnish company comes into existence only when PRH registers it, and until then it cannot acquire rights or take on commitments; anyone who signs for it in the meantime answers personally, jointly and severally. A registered company has no such gap. Once the shares are yours and your board is in place, it can sign leases, supplier contracts and tenders under its own Business ID.
Two further reasons are practical. A counterparty or tender may ask how long a company has existed, and the registration date shown in Virre answers that. And the Tax Administration’s VAT, prepayment and employer registers take three weeks on average to process for a new company; where the shelf company already holds a registration, the YTJ search shows it before you buy. Whether a particular company holds any of these registrations varies, so ask and then verify.
Buying a ready-made company in Finland is a private transaction between seller and buyer. The Companies Act prescribes no notarial deed or other special form for transferring shares in a private Oy, and the Trade Register is not told about it: PRH states plainly that changes in shareholders are not submitted to the register. Ownership is recorded in the company’s own shareholder register, which the board keeps and which anyone may inspect at the head office.
| Stage | Legal rule |
|---|---|
| Check the articles | The only lawful transfer restrictions are a redemption clause or a consent clause (chapter 3, sections 6 to 8) |
| Redemption clause | Unless the articles say otherwise, the board notifies the holders of the right within one month and they must claim within two months |
| Consent clause | The board decides; consent is deemed given if no decision is notified within two months |
| Share purchase agreement | Signed by seller and buyer; share certificates, if any were issued, are handed over |
| Transfer tax | Return and payment within two months of signing |
| Shareholder register | Entry made without delay once there is reliable evidence of the acquisition and of the transfer tax paid (chapter 3, section 16) |
Until the acquisition is entered in the register, or declared to the company with reliable evidence, the buyer cannot exercise shareholder rights, so the entry is not a formality. Where one person ends up owning all the shares, the holding must be notified for entry without delay and in any case within two months.
Finland charges transfer tax (varainsiirtovero) on the sale of shares that are not traded on a stock exchange. The rate is 1.5% of what is paid for the shares, for agreements signed on or after 1 January 2024. It is a tax set by law, not a charge of ours, and the buyer is the one who calculates it, files the return in MyTax and pays it within two months of signing the deed of sale.
Residence decides whether the tax applies. If the buyer is not resident in Finland and the seller is, the seller must collect the tax from the buyer and account for it. If neither the buyer nor the seller is resident in Finland, a sale of ordinary company shares is not subject to transfer tax at all; the exception is shares in housing or real estate companies, which are taxed regardless. Because the company enters the new owner only on evidence that the tax has been paid, settle this point in the share purchase agreement.
A change of shareholders usually brings a change of management, and that part is public and must be filed. All Trade Register filings have been online only since 1 January 2026.
| Change | Who decides | Filing |
|---|---|---|
| New board members and managing director | General meeting elects the board; the board appoints the managing director | Notify PRH without delay; certified passport copy for anyone without a Finnish identity code |
| EEA residence of the new management | Set by the Companies Act | PRH permit for any group with no EEA resident; a representative in Finland for service of process if no officer is EEA-resident |
| New name, kotipaikka or line of business | General meeting, by qualified majority | Notify without delay; the amendment cannot be implemented before registration |
| Beneficial owners | The company identifies them | Notify PRH without delay after the change |
The appointing minutes are not attached when filing online, but the company must keep them because PRH may ask. PRH also publishes its queue for change notifications; on 19 October 2026 it was handling those that concerned persons authorised to represent a company and had arrived a week earlier. The residence rule and the permit route are set out on our company formation in Finland page and apply to a buyer exactly as to a founder.
Most of what matters can be verified without relying on the seller. Ask for the company’s Business ID and check:
Use only the official services. In January 2026 PRH warned that traderegistry.fi, styled as a Finnish trade registry, has nothing to do with PRH or Virre.
A bank account opened for a shelf company belongs to the company, so it stays with the company when the shares are sold. The bank, however, is not bound by the sale. It re-checks the new owners and management, and it may keep the account, ask for more information or close it. The online routes of OP and Nordea rely on Finnish strong electronic identification, and Nordea lists up-to-date beneficial owner details in the PRH register among its requirements for business customers, so the filings above come first. Our page on bank accounts for Finnish companies covers what the main banks require, and the guide to shelf companies with bank accounts explains how a change of owner works across jurisdictions.
Be honest about what the older company adds. A new Oy is registered online and, in October 2026, PRH was processing start-up notifications within about a week of arrival. If you have no need for an earlier registration date or existing tax registrations, and no contract to sign before a new company could be registered, a new company does the same job without a share purchase to tax and without inherited history to check. Buying also changes nothing about the EEA residence rule or the beneficial owner filing.
We can supply a ready-made Oy or form a new one, prepare the share purchase agreement or formation documents and the 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. Should none of the incoming board members reside in the EEA, we arrange a resident board member, and a service representative living in Finland if one is needed, only through a business registered for anti-money laundering supervision with Lupa- ja valvontavirasto; such a member is personally liable under chapter 22 of the Limited Liability Companies Act like any other, and PRH records you as beneficial owner. The Finland overview sets out the country’s tax and legal background.
It is a Finnish osakeyhtiö that has already been registered in the Trade Register but has never traded, held so that someone else can take it over. The buyer acquires its shares and installs a new board, rather than registering a company. It keeps its original Business ID and registration date, and the previous name stays in its public name history even after you rename it.
Yes. Finnish law sets no nationality or residence condition for shareholders, so a company can be wholly owned from abroad. What a foreign buyer must arrange is the management: unless at least one board member and the managing director reside in the EEA, the company needs a PRH permit, and possibly a representative in Finland for service of process.
Yes, usually. Transfer tax is 1.5% of what is paid for unlisted shares, and the buyer files and pays it within two months of signing. A non-resident buyer has the tax collected by a Finnish seller. When both parties are non-resident, ordinary company shares are not subject to the tax, although housing and real estate company shares are.
No. The Limited Liability Companies Act sets no notarial form for transferring shares in a private Oy, and share transfers are not filed with the Trade Register. What the law does require is evidence: the company enters the buyer in its shareholder register on reliable proof of the acquisition and of the transfer tax paid.
Only if it was entered in the VAT register, and a company that has never traded often is not. Registration is compulsory once turnover exceeds EUR 20,000 in a calendar year and voluntary below that threshold if the company genuinely carries on business. The YTJ search shows which tax registers a company is in, so check before you buy.
No. The registration date in the Trade Register is the date PRH registered the company, and Virre shows it together with the company’s name history. Nothing in a share sale changes it. A ready-made company is worth exactly its true age, and any seller who suggests otherwise should be avoided.
To find out which Finnish shelf companies are available now, ask us for the current list with registration dates and the registers each company is in. We are also on Telegram and WhatsApp at +48 663 247 166.