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Finland company registration for foreign founders

Company Incorporation Guide

Finland company registration for foreign founders

Applicable country/region: FI - Finland

Published: Updated:
  • Written by our advisory team
  • Finland rules and requirements
  • Checked against official sources
Most popularFinland Company Registration (OY)

Guide overview

Finland company registration: the steps in order

For a foreign founder, registering a company in Finland almost always means forming a private limited company (osakeyhtiö, Oy), registering it with the Finnish Patent and Registration Office (PRH) and having it entered in the Finnish Trade Register. The steps usually run in this order: a company name checked for availability, articles of association that set the governance rules, a board that meets the residence rule, a registered address in Finland, and only then the filing itself. The sections below explain the residence rule, the file, the choice of entity and what the company owes once registered.
Why founders based abroad settle on the Oy

COMPANY TYPES

Why founders based abroad settle on the Oy

Finnish law also recognises the sole trader (toiminimi), the general partnership (avoin yhtiö) and the limited partnership (kommandiittiyhtiö), but a founder who wants a corporate structure, outside investment or cross-border trade almost always ends up with the Oy. The reasons are practical. Its governance is flexible and written into the articles of association, new investors can come in by taking shares, and it is Finland's most widely used company form, the one the market recognises. Once the Oy is settled, the question left for an owner living outside Finland is not which entity to form but who will sit on its board.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Finland Oy Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Positive

Finland Oy Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
Unlimited
Requirements For Directors:
At least one
Legal Representative Not Mandatory:
Negative
Local Directors Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive

Finland Oy Registered Capital Requirement

Minimum Registered Capital Requirement:
No requirements, but typically at least 2,500 euros.
Capital Injection Not Required:
Positive

REQUIRED DOCUMENTS

The file identifies people, not the business

The papers requested for an Oy identify who stands behind the company rather than prove anything about the business. The company's own founding documents, such as its articles of association, are drafted as part of the registration; what the founders supply shows who the shareholders and board members are and where they live. That is why the file covers every director, and not just the owners. A shareholder that is itself a company brings two layers, its own corporate papers and papers for the people behind it, so the file grows with the ownership chain. Some items are accepted only while recent, so they are best gathered last.
The file identifies people, not the business

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:
"Shareholders' and directors' passport English notarization;"
Process: NotarizationFormat: Scan Copy
Proof of Address:
Shareholder and Director Address Verification: Scanned copies of utility bills (water, electricity, or gas) or bank statements. Translation into English is required, and the documents must clearly indicate the shareholder/director's name, address, and a date within the last month.
Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Proof Of Registration / Business License:
The English translation of the text is: "English translation and English notarization of the business license of the holding company."
Process: NotarizationFormat: Scan Copy
Company Bylaw:
The English translation of the company's articles of association for the holding company, along with an English notarization.
Process: NotarizationFormat: Scan Copy
Passport:
The legal representative of the holding company and shareholders holding more than 25% of the shares should provide a notarized English translation of their passport.
Process: NotarizationFormat: Scan Copy
Proof of Address:
Proof of address for the legal representative of the holding company and shareholders holding more than 25% of the shares: scanned copies of water, electricity, or gas bills, or bank statements. They need to be translated into English, and the documents must clearly show the name, address, and date of the legal representative, not exceeding one month.
Process: Not ApplicableFormat: Scan Copy
The residence rule behind the requirements

REQUIREMENTS AND ESTIMATED COST

The residence rule behind the requirements

Read these requirements as location tests rather than ownership tests: none of them asks who holds the shares, and the board rule in the Limited Liability Companies Act turns on where a director lives, not on nationality. The point most often misread is the registered address. It need not be a physical office, yet it is where official communications keep arriving after registration, which makes it a standing arrangement rather than a filing-day formality.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
EUR 5,400

Requirements

Nominee Director: At least two directors are required, and at least one of the directors must be residents of the European Economic Area. Or hold a permit from the Finnish authority.

In Finland, the registration of a company requires a minimum of two directors, and 50% of the company's directors must be residents of the European Economic Area (EEA). If there are no EEA residents serving as directors, nominated directors provided by TKEG Expat can be used. If you would like to apply for a permit instead, please consult with your Customer Relationship Manager.
Included: No · Solution availableEstimated Cost: EUR 850 – 6,650
Registered Address: Need to have a Finnish address

Finnish companies must have a Finnish address for registration. If there is no Finnish address, you can choose the address hosting service provided by TKEG Expat.
Included: No · Solution availableEstimated Cost: EUR 4,950
Company Secretary: Requires a contact person living in Finland

Finnish company registration requires a Finnish resident to act as the company's contact person. If there is no Finnish resident available, the nominee secretary service provided by TKEG Expat can be chosen.
Included: No · Solution availableEstimated Cost: EUR 2,400

Estimated Cost

Estimated Cost:
EUR 5,400 – 19,400
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TAX

What the tax figures mean for a new Oy

A new Oy deals with corporate income tax well before it files a return. The tax is prepaid in instalments during the accounting period, and under the Finnish Tax Administration's prepayment instructions those instalments rest on an estimate of the year's profit, which the company can ask to change when trading turns out differently. The figure most easily misread is withholding. The resident figures describe dividends, interest and royalties paid between Finnish resident companies, which simplifies treasury inside a Finnish group. A dividend paid to an owner living abroad is a separate case, handled under the non-resident treatment, where Finland's double tax treaties can change the result.
What the tax figures mean for a new Oy

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
20
CIT Return Due Date:
Four months from the end of the accounting period.
CIT Payment Due Date:
Taxpayers can apply to modify the prepayment of tax until the tax assessment is completed (within ten months from the end of the fiscal year). The deadline for the final CIT payment is the third day of the second month after the completion of the tax assessment for the current year.
CIT Estimated Payment Due Date:
The company's prepayment of taxes is collected in two installments or 12 installments during the tax year. If the total amount to be paid does not exceed 2000 euros, the installments will be due in the third and ninth months of the accounting period. If the total amount to be paid exceeds 2000 euros, the installments will be due monthly (on the 23rd of each month). The tax authorities can collect or increase prepayment of taxes without application within two months after the end of the fiscal year. The tax authorities may reduce or cancel prepayment of taxes (with or without the taxpayer's application) until the tax assessment is completed.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):
0/0/0
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
20/0/15

Value-Added Tax (VAT)

General VAT Rate:
25.5
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Capital gains are constrained by the normal corporate income tax rate.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
19.71%
Composite Effective Marginal Tax Rate:
22.6%

Conclusion

After the Trade Register entry

Entry in the Finnish Trade Register ends the filing, not the arrangements that made it possible. The registered address and contact details determine where official post arrives, and the registry expects such details to be kept up to date. Keep the board's residence arrangements current too. Check the business ID in the company and organisation search. Arrange the financial statements, including the balance sheet, alongside bookkeeping and tax filing from the company's first day with a professional accountant who will keep them accurate and on time, because compliance oversights are what lead to avoidable penalties and delays.
Most popularFinland Company Registration (OY)
About Finland
Jurisdiction Overview

About Finland

Finland consistently ranks as the world’s happiest and most stable country, with a highly educated workforce, advanced digital infrastructure, and leading sectors in cleantech and gaming.

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