At a glance
- A Finnish private limited liability company, or osakeyhtiö (Oy), becomes a legal person only when it is entered in the Finnish Trade Register.
- There is no minimum share capital. The company can be formed with share capital of €0.
- The two core documents are the memorandum of association and the articles of association. A multi-founder company should normally also consider a shareholders’ agreement.
- In 2026, the PRH handling fee is €300 for the guided online package and €400 for an online start-up notification using founder-drafted documents.
- Foreign ownership is generally possible, but Finnish identification, EEA residence and filing arrangements can affect the route you must use.
Company formation in Finland involves more than completing a registration form. Before filing, decide who will own the company, how it will be financed and managed, and what should happen if the founders later disagree or one of them leaves.
This guide concerns a Finnish private limited liability company, known in Finnish as an osakeyhtiö or Oy. It explains the formation documents, Trade Register filing, current fees and points that often matter to foreign founders. It is not a guide to immigration, tax planning or accounting.
What does forming an Oy achieve?
An Oy is a legal person separate from its shareholders. Shareholders are not generally personally liable for the company’s debts merely because they own shares. That protection does not cover a founder’s own unlawful conduct or a personal guarantee given to a bank, landlord or other creditor.
The company comes into being through registration in the Finnish Trade Register. A Business ID may be issued earlier in the filing process, but that does not mean that the Oy has already been registered as a legal person.
A private Oy has no statutory minimum share capital. It can therefore be registered with share capital of €0. This removes an entry barrier, but it does not remove the need to finance the business adequately.
Decisions to make before company formation
Agree the commercial structure before anyone signs the memorandum of association. At a minimum, decide:
- the proposed company name, Finnish municipality of registered office and line of business;
- the shareholders and the number of shares each will subscribe for;
- whether the shares have a subscription price and, if so, how and when it will be paid;
- the board members, any deputy members and whether to appoint a managing director;
- the financial period; and
- whether standard articles are enough or the company needs tailored provisions.
A board normally has between one and five ordinary members unless the articles provide otherwise. If it has fewer than three ordinary members, at least one deputy member must be appointed. A managing director is optional for an ordinary private Oy.
The memorandum of association and articles of association
The memorandum of association must be in writing and signed by all shareholders. Under chapter 2 of the Finnish Limited Liability Companies Act, it must state:
- the date of the agreement;
- each shareholder and the shares subscribed for by each of them;
- any subscription price payable to the company;
- the time for paying the subscription price; and
- the members of the board of directors.
The financial period must be set in either the memorandum or the articles. Any managing director, supervisory board members and auditors appointed at formation are also recorded in the memorandum.
The articles of association are included in or attached to the memorandum. Their mandatory minimum content is short: the company name, a Finnish municipality as the registered office and the line of business. Minimum articles can work for a simple one-owner company, but they are not automatically the right choice where ownership may change or investors are expected.
Tailored articles may deal with matters such as share classes, representation rights and redemption or consent provisions for share transfers. These provisions affect the company and future shareholders in a different way from a private agreement between the current owners, so the articles and any shareholders’ agreement should be planned together.
Shares paid for with property
If a subscription price is paid with property instead of money, the arrangement is a contribution in kind. The property must have economic value to the company at least equal to the payment credited for it; a promise to perform work or services is not sufficient. The formation documents require additional information, and the Trade Register filing must include an auditor’s statement and evidence of the asset transfer.
Which registration route should you use?
A Finnish Oy is formed through the online services of the Finnish Patent and Registration Office (PRH) and the Business Information System (YTJ). The main YTJ service is available in Finnish and Swedish.
Guided online package: €300
The guided package creates the memorandum and standard articles for you. It can be used only where:
- the shares have no subscription price and the share capital is €0;
- all shareholders are adult individuals;
- the shareholders, board members and other persons to be registered have Finnish personal identity codes, with the required Suomi.fi identification for those who must sign; and
- standard articles of association are sufficient.
The filing must be completed within 60 days after it is started in the service. The PRH’s current formation instructions set out the full eligibility conditions.
Start-up notification with drafted documents: €400
Use this route if the company has share capital, a shareholder is a company or other organisation, a person to be registered has no Finnish personal identity code, standard articles are insufficient, or another guided-package condition is not met. You prepare and upload the memorandum and articles yourself.
From 1 January 2026, companies must generally file Trade Register notifications online. The ordinary paper start-up route is no longer available. If the responsible persons cannot use the normal YTJ service, the PRH provides special online filing routes for foreign persons and authorised filers. The precise route depends on the available electronic identification and who will submit the notification.
Foreign shareholders and non-resident management
A shareholder does not generally have to be a Finnish citizen or resident. The more important formation questions usually concern identification, the composition of the board and who can file the notification.
EEA residence rules apply separately to ordinary and deputy board members. At least one ordinary board member must be permanently resident in the European Economic Area. If deputy members are appointed, at least one deputy must also be resident in the EEA. Otherwise, the relevant members need a permit from the PRH. A managing director and any substitute must also reside in the EEA unless the PRH grants a permit.
The rules concern permanent residence, not citizenship. The PRH explains the permit assessment and current procedure. If no registered board member, managing director or other qualifying representative resides in the EEA, the company may also need a representative in Finland to receive service of documents.
A person without a Finnish personal identity code normally provides proof of identity, such as a certified passport copy. Company formation does not itself give anyone a right to reside or work in Finland; immigration questions must be assessed separately.
The three-month registration deadline
The start-up notification must be filed within three months after the memorandum of association is signed. If the deadline is missed, the incorporation lapses and the process must begin again with new formation documents.
Only fully paid shares can be registered. Where a subscription price is payable, arrange the payment and evidence before filing. Avoid signing the memorandum too early if financing, permits or the management structure are still unresolved, because the three-month period begins on the signature date.
Contracts made before registration
Before registration, the Oy is not yet a separate legal entity. People who decide on or participate in transactions on its behalf may be jointly and severally liable for the resulting obligations. Under the Limited Liability Companies Act, registration transfers to the company obligations arising from actions taken after the memorandum was signed. Obligations from earlier actions also transfer if those actions are specified in the memorandum and were taken no more than one year before it was signed.
Do not assume that adding “for the company to be formed” to a lease, purchase or employment document removes personal risk. Check how an important pre-registration commitment will transfer and whether the counterparty has agreed to the arrangement.
Why co-founders should address owner arrangements early
The law does not require a shareholders’ agreement, but it is often one of the most important formation documents where there is more than one owner. It can address:
- work commitments, funding and future share issues;
- decision-making and matters requiring enhanced consent;
- share transfers, founder departures and deadlock;
- intellectual property and confidentiality; and
- breach, dispute resolution and the agreement’s duration.
A shareholders’ agreement binds its parties, while the articles of association are registered corporate rules and also affect later shareholders. One does not simply replace the other. If a transfer restriction or governance rule needs corporate effect, consider whether it belongs in the articles as well as in the agreement.
A practical company-formation checklist
- Check proposed names in the PRH name service and decide the registered office and line of business.
- Agree the ownership, number of shares, financing and management structure.
- Check identity, EEA residence and any PRH permit requirements before signing.
- Prepare the memorandum of association, articles and any shareholders’ agreement.
- Sign the memorandum, pay any subscription price and gather the required evidence.
- File the start-up notification within three months and pay the applicable PRH fee.
- After registration, establish the shareholder register and keep beneficial-owner and management details up to date.
Current online formation also collects beneficial-owner details. A limited company must file a notification even if it has no identifiable beneficial owner under the statutory criteria. A beneficial owner is always an individual; the assessment commonly includes direct or indirect ownership or voting rights of more than 25 per cent and control exercised in another way.
Registration is followed by ongoing obligations, including bookkeeping and filing financial statements. Tax registrations, sector-specific licences, banking and immigration issues depend on the business and should be handled as separate workstreams.
When tailored legal help is useful
The guided package can be suitable for a straightforward one-owner company that meets its conditions. Tailored advice is more useful where there are several founders, an investor or corporate shareholder, different share rights, a contribution in kind, non-EEA management, a planned holding structure or important contracts to be signed before registration.
I help businesses plan the legal formation steps and prepare agreed corporate documents and owner arrangements. We will agree on the scope, fee and timetable before work begins. Tax, financial and accounting advice is outside this service and should be arranged separately with the relevant advisers. Read more about company-law services.
Frequently asked questions
Can a foreigner set up a company in Finland?
Yes. Finnish citizenship or residence is not generally required to own shares in an Oy. However, identification, EEA residence rules for management and the available filing method must be checked. Company registration is separate from any right to reside or work in Finland.
Can I form an Oy without a Finnish personal identity code?
Yes, but you cannot use the €300 guided package if a person required for that package lacks a Finnish personal identity code. The €400 start-up notification with drafted documents is the relevant formation route, combined with the PRH’s special online filing arrangements if the normal YTJ login is unavailable.
How much does company formation in Finland cost?
As at September 2026, the PRH handling fee is €300 for the guided online package and €400 for the online start-up notification with drafted documents. Legal, accounting, banking, permit and translation costs are separate and depend on the case.
Can an Oy be formed with no share capital?
Yes. A Finnish private limited liability company has no minimum share capital and can be registered with share capital of €0. The company still needs sufficient financing for its actual business and obligations.
Can one person form an Oy?
Yes. One person can be the sole shareholder and the only ordinary board member. If the board has fewer than three ordinary members, at least one deputy member must also be appointed. The EEA residence requirements must be satisfied or the necessary PRH permit obtained.
Sources and further information
- Limited Liability Companies Act (624/2006), particularly chapters 1, 2 and 6 (current Finnish text).
- Limited Liability Companies Act: English translation. The translation is for information; Finnish and Swedish are legally authoritative, and the translation does not include every later amendment.
- PRH: start a limited liability company — formation routes and requirements.
- PRH: Trade Register start-up fees — €300 guided package and €400 start-up notification from 1 January 2026.
- PRH: start-up notification with drafted documents — deadline, attachments and online filing.
- PRH: notification of beneficial owners.
English adaptation: 23 September 2026. Based on the Finnish guide last reviewed in August 2026. This guide provides general information and is not a substitute for advice on your specific situation.
