Company/Commercial – Finland.The new Companies Act entered into force on September 1 2006 (for further details please see "Flexible New Companies Act Comes into Force"), introducing changes regarding the articles of association of a limited liability company. One of the main aims when preparing the new act was to increase flexibility in order to reflect the rapidly changing business environment, as well as general changes in the field of corporate and commercial law.
Increased Flexibility.
The new act was made more flexible by increasing the scope for discretionary provisions regulating the articles of association. This was achieved by reducing the scope of the mandatory provisions that had to be included in the articles of association under the previous regime. Further, the new act contains provisions that may be deviated from if a specific diverging provision is included in the articles of association. Thus, the freedom to decide on matters through specifically tailored provisions in the articles of association has been increased. For example, the company's right to indemnification by the members of the board and/or the managing director may now be restricted by a specific provision in the articles of association. The influence of the creditors in a limited liability company may also be increased by including a provision in the articles of association requiring the prior consent of creditors to certain or all amendments to the articles of association. However, certain areas are still regulated by mandatory provisions of the new act (eg, provisions regarding the protection of creditors and minority shareholders); thus, these may not be deviated from by conflicting provisions in the articles of association.
Minimum Requirements.
The mandatory provisions to be included in the articles of association were substantially reduced. Under the new act the minimum provisions to be included in the articles of association include:
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the name of the company;
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the domicile of the company (in a Finnish municipality);
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the object of the company; and
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the accounting period (if not included in the memorandum of association).
Any provisions in the articles of association that do not comply with the provisions of the new act by September 1 2009 will be overruled by the new act.
Articles of Association in Foreign Languages.
In order to simplify and facilitate access to company information, amendments were made to the EU First Companies Directive (68/151/EEC) by the EU Disclosure Requirements Directive (2003/58/EC). The 2003 directive was implemented in Finland on December 31 2006 by amending the Trade Register Act. These amendments allow private and public limited liability companies to register documents, including the articles of association, in languages other than Finnish or Swedish. According to the amendments the articles of association may be registered in the Trade Register in any language, in addition to the mandatory official version filed in either Finnish or Swedish. The filed translation must be an official translation of the official version of the relevant document and must be made by an authorized translator. The new provisions in the Trade Register Act clarify the status of a registered translation; if a document in Finnish or Swedish and the translation of that document differ, as a rule the translation cannot be invoked against a third party. However, a third party may invoke the registered official translation if the company is unable to prove that the third party had prior knowledge of the published official version in Finnish or Swedish.
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