Setting up a limited liability company

You can set up a limited liability company either on your own, or together with other shareholders. If you set up a company alone, you are its only shareholder and often at the same time, the Board of Directors. In that case, the company’s Board of Directors must also have one deputy member.

At least one actual member of the company’s Board of Directors and one possible deputy member, as well as your company's Managing Director shall be permanently resident in the European Economic Area. Otherwise, they will need a permission from the Finnish Patent and Registration Office to take on a role of leadership and responsibility in your company.

If you are under the age of 18, you can set up a limited liability company only with a parent’s or guardian’s consent. In general, your parent or guardian or the guardian’s deputy marks your shares for you. If you are under 18 years of age, you cannot operate as a member of the Board of Directors or the Managing Director of your company.

Please note that even a company or another entity can set up a limited liability company. A member of the Board of Directors and the Managing Director have to, however, be a natural person.

If you set up a private limited liability company, you do not necessarily need any share capital for it. However, if you wish you can invest share capital in your company and use it, for example, for the initial acquisitions required in your business operations. On the other hand, if you set up a public limited liability company the shares of which are traded, for example, on a stock market, the minimum share capital is EUR 80,000.

The registration of a limited liability company in the Trade Register costs a few hundred euros. It is cheaper to register electronically than to use a paper form.

Please note that, in addition to acquisitions at the early stages of your company, you will need money to cover the running expenses for at least 2–3 months. You will also need money to live on before your business activities start to generate sufficient income.

You can apply for start-up money from the TE Services to secure your livelihood in the initial stages of your business. You should always apply for the start-up assistance before setting up your company. If necessary, you can also apply for a loan, for example, from a bank or another financial institution. If your company lacks the guarantees required by a bank, Finnvera's partial guarantee, i.e. a guarantee that the bank can apply for your from Finnvera, can be a solution for arranging the financing. In addition, you can obtain financing from business angels or other capital investors.If you set up a private limited liability company, you do not necessarily need any share capital for it. However, if you wish you can invest share capital in your company and use it, for example, for the initial acquisitions required in your business operations. On the other hand, if you set up a public limited liability company the shares of which are traded, for example, on a stock market, the minimum share capital is EUR 80,000.

You can usually file the start-up notification of a limited liability company electronically in the online service of the Business Information System. A limited liability company must be submitted for registration within three months of the signing of the Memorandum of Association. Otherwise the company formation will expire.

Please include your company name, line of business, fiscal year, business address and contact information in the start-up notification. Also include the names and personal identity numbers of the partners, the Board members and the Managing Director. The service will create a Memorandum of Association and the Articles of Association on the basis of the submitted information.

Add a declaration given by the Board of Directors and the possible Managing Director regarding compliance with the provisions of the Limited Liability Companies Act. Sign the notification, pay for it and send it. The Finnish Patent and Registration Office will verify the legality of the Articles of Association and the name of your company and enter your company in the Trade Register.

If necessary, register your company also in the Tax Administration’s Prepayment, Employers’ and VAT registers. When your company has been registered, remember to also notify the Trade Register of the beneficial owners of your company. There is a separate notification for it.

Alternatively, you can send the start-up notification and related documents on paper. You can find them in the start-up package compiled by the Finnish Patent and Registration Office. The processing time of a paper notification is often longer than that of an electronic notification.