{"id":6583,"date":"2026-08-05T11:10:46","date_gmt":"2026-08-05T08:10:46","guid":{"rendered":"https:\/\/uhmu.fi\/uncategorized\/articles-of-association-in-finland-requirements-and-amendments\/"},"modified":"2026-10-15T09:55:19","modified_gmt":"2026-10-15T06:55:19","slug":"articles-of-association","status":"publish","type":"post","link":"https:\/\/uhmu.fi\/en\/company-law\/articles-of-association\/","title":{"rendered":"Articles of association in Finland: requirements and amendments"},"content":{"rendered":"<div id=\"u-artikkeli\" class=\"u-a15-sisalto\">\n<div class=\"u-tldr\">\n<h2>At a glance<\/h2>\n<ul>\n<li>A Finnish limited liability company (Oy) must state its business name, municipality in Finland and line of business in its articles of association.<\/li>\n<li>The financial year must be set out either in the memorandum of association or in the articles.<\/li>\n<li>The articles are public company rules. A shareholders\u2019 agreement is a private contract between its parties and serves a different purpose.<\/li>\n<li>Share transfers can be restricted in the articles only through a statutory redemption clause or consent clause. Adding either restriction generally requires the consent of each affected shareholder.<\/li>\n<li>Shareholders usually amend the articles by a two-thirds qualified majority. The amendment must be registered before it can be implemented.<\/li>\n<\/ul>\n<\/div>\n<h2>What are articles of association?<\/h2>\n<p>Every Finnish limited liability company (osakeyhti\u00f6, or Oy) has articles of association. They are part of the company\u2019s public register record and set out certain rules that apply to the company and its shareholders. The Finnish Companies Act (624\/2006) leaves companies room to tailor those rules, subject to mandatory provisions of the Act.<\/p>\n<p>This guide concerns ordinary private limited companies. Housing companies and companies subject to special regulation may need different provisions. The articles should also be read alongside the memorandum of association and any shareholders\u2019 agreement.<\/p>\n<h2>What must the articles contain?<\/h2>\n<p>Under Chapter 2, section 3 of the Finnish Companies Act, the articles must state three things: the company\u2019s business name, the municipality in Finland where it is domiciled, and its line of business. If the company uses its business name in more than one language, each version must be stated in the articles.<\/p>\n<p>The registered municipality is not the company\u2019s street address. The address is a separate register detail. A change of municipality therefore requires an amendment to the articles, while an address change is handled as a separate notification.<\/p>\n<p>The line of business should describe what the company does without unnecessarily restricting its plans. A very narrow description may need to be amended if the business expands. There is no single wording that suits every company, so consider the actual and reasonably anticipated activities rather than copying a broad formula without thought.<\/p>\n<p>The financial year must also be specified, but it may appear either in the memorandum of association or in the articles (Chapter 2, section 2). The Act does not require the articles to list share capital, the board\u2019s size, an auditor, or a managing director. Such provisions may be included where useful, subject to the Act.<\/p>\n<h2>Will standard articles be enough?<\/h2>\n<p>A standard form can be a sensible starting point for a straightforward company, especially where one founder owns all the shares. It may be less suitable once there are several owners, different share classes, investment arrangements or a need to control transfers. The right level of detail depends on the company\u2019s ownership and governance.<\/p>\n<p>Articles can define share classes with different voting or financial rights. If shares differ, the articles must set out how they differ (Chapter 3, section 1). For example, founders and investors may agree different voting rights or rights to distributions. These arrangements need careful drafting because they affect legal rights attached to the shares.<\/p>\n<p>Companies may also include provisions on matters such as board composition, representation of the company, or how general meetings are convened. These provisions are optional, and the Companies Act supplies default rules where the articles do not provide otherwise. Check the relevant statutory rules before changing those defaults.<\/p>\n<h2>Articles of association and a shareholders\u2019 agreement<\/h2>\n<p>The two documents are complementary, not substitutes. The articles are filed with the Finnish Trade Register and are publicly available. A shareholders\u2019 agreement is a private contract; it binds the parties to it, including a new shareholder who joins it, but does not automatically bind someone merely because they acquire shares.<\/p>\n<p>The articles are usually the place for company rules and provisions intended to attach to shares, such as share classes and statutory transfer restrictions. A shareholders\u2019 agreement is often used for contractual arrangements among its parties, such as decision-making commitments, founder responsibilities, transfer undertakings and exit arrangements. It cannot create a statutory transfer restriction in the articles by using a different label. Read more in our guide to <a class=\"u-art-linkki\" href=\"https:\/\/uhmu.fi\/en\/company-law\/shareholders-agreement-finland\/\">shareholders\u2019 agreements in Finland<\/a>.<\/p>\n<h2>Share transfers: redemption and consent clauses<\/h2>\n<p>The Companies Act permits restrictions on the right to transfer or acquire shares in the articles only through a redemption clause or a consent clause (Chapter 3, sections 6\u20138). A contractual promise in a shareholders\u2019 agreement may have consequences between the parties if breached, but it is not the same as either statutory clause and does not, by itself, make a share transfer restriction effective under the articles.<\/p>\n<h3>Redemption clause<\/h3>\n<p>A redemption clause gives a specified person, the company or another shareholder the right to redeem a share when it transfers from an owner other than the company. The clause must identify who has the redemption right and how priority is decided when several people are entitled to redeem (Chapter 3, section 7).<\/p>\n<p>The default rules cover all types of acquisitions, including gifts and inheritance, unless the articles provide otherwise. The board must notify those entitled to redeem within one month after the transfer is reported to the board. A redemption claim must be made within two months of that same report, not two months after the board sends its notice. Payment is due within one month after the claim period expires or, if the price is not fixed, after it is determined. These statutory periods may be shortened in the articles but cannot be extended. The clause should address the acquisitions, price and priority rules that matter to the company.<\/p>\n<h3>Consent clause<\/h3>\n<p>A consent clause requires the company\u2019s consent for an acquisition by transfer. The articles may specify who decides and any conditions for consent. Unless the articles provide otherwise, the board decides. The Act excludes shares acquired at a compulsory auction or from a bankruptcy estate. If the applicant is not notified in writing of the decision within two months after the company receives the application\u2014or within a shorter period set in the articles\u2014consent is deemed to have been granted (Chapter 3, section 8).<\/p>\n<p>Adding a redemption or consent clause later generally requires the consent of every shareholder whose shares become subject to the restriction (Chapter 5, section 29). That is an important ownership decision, not just a drafting detail.<\/p>\n<h2>How to amend the articles<\/h2>\n<p>The general meeting decides on an amendment. As a general rule, the proposal must receive at least two thirds of both the votes cast and the shares represented at the meeting (Chapter 5, sections 27 and 30). Check the existing articles too: they may impose a higher threshold. Before convening the meeting, check the applicable notice requirements and identify the proposed changes clearly.<\/p>\n<p>Some amendments require additional shareholder consent. For example, consent is required when an amendment adds a redemption or consent restriction to a shareholder\u2019s shares, increases that shareholder\u2019s payment obligation to the company, or changes the relative rights of shares of the same class in a way that affects that shareholder (Chapter 5, section 29). Merging share classes or reducing the rights of an entire class also triggers additional class-specific approval and consent requirements under section 28. Do not assume that an overall two-thirds majority is enough.<\/p>\n<p>After the meeting, prepare the amended text so it reflects the resolution that was actually approved. Notify the Finnish Trade Register without delay. The amendment cannot be implemented before registration. The Finnish Patent and Registration Office (PRH) currently directs companies to file through the online YTJ service in Finnish or Swedish. The filing should include certified meeting minutes or an extract and evidence of any consent required for the amendment. Check the current filing instructions and fee when preparing the application; separate changes included in the same filing may affect the total fee.<\/p>\n<p>In the YTJ text field, amend the provisions the company has decided to change. If the field is empty, enter the full articles. Check the preview carefully: the submitted text must match the approved version. PRH discontinued paper filing for these amendments from 1 January 2026.<\/p>\n<h2>Practical checklist<\/h2>\n<ul>\n<li>Confirm the business name, each language version used, Finnish municipality and line of business.<\/li>\n<li>Check where the financial year is stated: in the memorandum or the articles.<\/li>\n<li>Review whether the share structure and any transfer rules match the current ownership.<\/li>\n<li>Compare the articles with the shareholders\u2019 agreement so their provisions work together.<\/li>\n<li>Before an amendment, identify the voting threshold and any individual consent rights that apply.<\/li>\n<li>Make sure the filed text matches the approved resolution and retain the registration record.<\/li>\n<\/ul>\n<p>For practical guidance on forming an Oy, see our article on <a class=\"u-art-linkki\" href=\"https:\/\/uhmu.fi\/en\/company-law\/company-formation-finland\/\">company formation in Finland<\/a>. Our <a class=\"u-art-linkki u-palvelulinkki\" href=\"https:\/\/uhmu.fi\/en\/services\/company-law\/\">company law services<\/a> page explains how we can help with company documents.<\/p>\n<div class=\"u-ukk\">\n<h2>Frequently asked questions<\/h2>\n<details>\n<summary>What must Finnish articles of association include?<\/summary>\n<div class=\"u-v\">\n<p>They must state the company\u2019s business name, its municipality in Finland and its line of business. If the company uses its name in multiple languages, each version must be included. The financial year must be stated either in the memorandum of association or in the articles.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Are articles of association public in Finland?<\/summary>\n<div class=\"u-v\">\n<p>Yes. The articles are filed in the Finnish Trade Register and are publicly available. A shareholders\u2019 agreement is generally private between its parties.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Can the articles restrict a shareholder from selling shares?<\/summary>\n<div class=\"u-v\">\n<p>The articles may restrict the right to transfer or acquire shares only through the statutory redemption or consent clause mechanisms. The clause must comply with the Companies Act. A separate contractual promise does not become a statutory clause simply by appearing in a shareholders\u2019 agreement.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Can shareholders add a redemption clause later?<\/summary>\n<div class=\"u-v\">\n<p>Generally, each shareholder whose shares become subject to the restriction must consent. The usual two-thirds majority for an amendment does not replace this additional consent requirement.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>When does an amendment to the articles take effect?<\/summary>\n<div class=\"u-v\">\n<p>The amendment must be notified to the Finnish Trade Register without delay and cannot be implemented before it is registered. Check that the text submitted through YTJ matches the version approved by the general meeting.<\/p>\n<\/div>\n<\/details>\n<\/div>\n<div class=\"u-lahteet\">\n<h2>Sources<\/h2>\n<ul>\n<li><a href=\"https:\/\/www.finlex.fi\/fi\/lainsaadanto\/2006\/624\" rel=\"noopener\" target=\"_blank\">Finnish Companies Act (624\/2006), Finlex<\/a> \u2013 Chapter 2, sections 2\u20133 (financial year and mandatory content); Chapter 3, sections 1 and 6\u20138 (share classes and transfer restrictions); Chapter 5, sections 27\u201330 (majority, class rights, consent and amendments); Chapter 6, sections 8 and 26 (board composition and representation). Current legislation in Finnish.<\/li>\n<li><a href=\"https:\/\/www.prh.fi\/en\/companiesandorganisations\/muutokset_rekisteritietoihin\/limitedcompanyamendments\/articles.html\" rel=\"noopener\" target=\"_blank\">PRH: Amending the articles of association<\/a> \u2013 filing route, timing and supporting documents.<\/li>\n<li><a href=\"https:\/\/www.prh.fi\/en\/companiesandorganisations\/general-instructions-for-companies\/articles-of-association-partnership-agreements-and-rules-in-the-online-filing-service-at-ytj.fi.html\" rel=\"noopener\" target=\"_blank\">PRH: General instructions for articles in the YTJ online filing service<\/a> \u2013 entering and checking the registered text.<\/li>\n<\/ul>\n<\/div>\n<p class=\"u-paivitetty\">Information checked: 15 October 2026. General information, not advice on a particular company.<\/p>\n<style id=\"articles-responsive-fix\">@media (min-width:768px) and (max-width:1024px){body.postid-6583 .ae-live .ae-ending{width:calc(100% - 64px)!important;}}<\/style>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>A practical guide for foreign founders and shareholders to the required contents of Finnish articles of association, share transfer clauses and amendments.<\/p>\n","protected":false},"author":3,"featured_media":6443,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"_rankly_meta_title":"","_rankly_meta_description":"","_rankly_focus_keyword":"","_rankly_exclude_from_archive":"","footnotes":""},"categories":[80],"tags":[],"class_list":["post-6583","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-company-law"],"acf":[],"_links":{"self":[{"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/posts\/6583","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/comments?post=6583"}],"version-history":[{"count":2,"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/posts\/6583\/revisions"}],"predecessor-version":[{"id":6585,"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/posts\/6583\/revisions\/6585"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/media\/6443"}],"wp:attachment":[{"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/media?parent=6583"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/categories?post=6583"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/uhmu.fi\/en\/wp-json\/wp\/v2\/tags?post=6583"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}