Finland's corporate law environment shifted in 2025. Amendments to Finnish corporate legislation introduced changes that affect how companies are formed, governed, and maintained – changes that many international businesses have yet to address. The compliance window is closing, and the cost of inaction is rising.
Finland's revised corporate legislation, effective from the second half of 2025, introduces updated requirements for company registration, articles of association content, registered office documentation, and the conduct of shareholder resolutions. All limited liability companies operating or incorporated in Finland are within scope. Companies that have not reviewed their governing documents and internal procedures against the new rules face the risk of administrative non-compliance and potential restrictions on corporate filings.
This alert identifies which business categories are affected, explains the core changes, and sets out immediate action items for international companies with Finnish operations or subsidiaries.
What changed – the regulatory development and effective date
Finnish corporate legislation has undergone a structured revision aimed at modernising governance rules for limited liability companies. The changes became effective in mid-2025, with a transitional period running through the end of that year. For companies that did not act during the transitional period, the reforms now apply in full.
The key developments cover four areas.
Company registration and digital procedures. The kaupparekisteri (Finnish Trade Register) has moved further toward fully digital filing. Paper-based registration and amendment procedures have been phased out for the majority of corporate acts. Companies must now use electronic channels for all standard filings. Notifications filed outside the digital system may be rejected or delayed indefinitely.
Articles of association requirements. The revised rules clarify minimum content requirements for articles of association. Certain provisions that were previously optional are now mandatory. Companies whose articles were drafted under older standards may find that their documents are technically non-compliant with the current regime. This is particularly relevant for subsidiaries of foreign parent companies where articles were prepared abroad and adopted without Finnish law review.
Registered office and address rules. Finnish corporate legislation now requires that the registered office address be a verifiable, active address. Nominee or dormant address arrangements that were tolerated under earlier practice are subject to scrutiny. The Trade Register may request supporting documentation. Foreign companies using local registered agents should verify that their arrangements satisfy the new standard.
Shareholder resolutions and board of directors conduct. The reforms introduce clearer procedural rules for remote and hybrid general meetings. Shareholder resolutions passed at hybrid meetings must follow updated documentation and notification requirements. The board of directors is now subject to enhanced record-keeping obligations when decisions are taken by written procedure rather than at a convened meeting.
For international companies with Finnish subsidiaries, the reforms do not generally require corporate restructuring. They do, however, require a targeted compliance review of existing documents and filing practices.
To receive an expert assessment of your company's compliance position under Finland's revised corporate rules, contact us at info@ferrazwhitmore.com.
Who is affected – threshold criteria and business categories
The reforms apply broadly. The following categories of business are directly within scope.
- Finnish osakeyhtiö (limited liability companies) of all sizes, whether privately held or publicly listed
- Foreign companies that have established a branch or subsidiary in Finland and registered with the Trade Register
- EU and non-EU parent companies that exercise board or shareholder functions for Finnish subsidiaries
- Joint ventures incorporated under Finnish corporate legislation, regardless of the nationality of the shareholders
There is no revenue or headcount threshold. Any entity that holds a Finnish corporate registration is within scope. Dormant companies are not exempt – they remain subject to registered office and filing requirements.
The practical risk for international businesses is concentrated in two areas. First, subsidiaries incorporated several years ago under older templates may have articles of association that no longer meet current content standards. Second, parent companies accustomed to passing board resolutions or shareholder resolutions informally. a practice common in many jurisdictions. may find that Finnish corporate legislation now demands more structured documentation for those acts to be valid and registrable.
Companies engaged in M&A activity in Finland face an additional layer of urgency. A target company with non-compliant articles or pending Trade Register corrections will create complications in due diligence and may delay closing. For cross-border transactions involving Finnish entities, the M&A legal advisory services for Finland offered by Ferraz & Whitmore address these compliance dimensions as part of the transaction review process.
What to do now – immediate actions and compliance timeline
The transitional period has expired. Companies that have not yet acted should treat the following steps as immediate priorities.
1. Audit your articles of association. Compare your current articles against the revised mandatory content requirements under Finnish corporate legislation. Pay particular attention to provisions governing shareholder meetings, voting procedures, and the powers of the board of directors. Articles that pre-date 2024 are the highest-risk category and should be reviewed first.
2. Verify your registered office arrangements. Confirm that your registered address in the Trade Register corresponds to an active, documentable location. If your Finnish subsidiary uses a registered agent address, obtain written confirmation from the agent that the arrangement meets current requirements. Update the Trade Register filing if necessary.
3. Digitise your filing procedures. Ensure that anyone authorised to file on behalf of your Finnish company has access to the electronic filing system. Check that signatory rights are correctly recorded in the Trade Register and match your current corporate structure. Outdated signatory records are a frequent source of filing rejections.
4. Review your shareholder resolution and board documentation practices. If your company passed resolutions by written procedure during 2024 or 2025, verify that those resolutions meet the documentation standards now required. Resolutions that are deficient in form may need to be ratified by a properly convened shareholder meeting or board meeting.
5. Update your internal governance calendar. The reforms affect ongoing compliance, not just a one-time correction. Build the new documentation and filing requirements into your annual corporate governance cycle. This includes notice periods, quorum requirements, and record-keeping for hybrid meetings.
Companies with operations in multiple Nordic or European jurisdictions should also assess whether changes in Finland interact with governance requirements in other markets. A company holding group structures across several EU jurisdictions may need to coordinate articles of association updates across entities simultaneously. For a broader view of how Finnish corporate compliance fits within European group structures, the corporate law advisory services for Finland at Ferraz & Whitmore provide integrated support across jurisdictions.
For companies that have recently undergone or are planning a corporate restructuring in another jurisdiction, the parallel alert on corporate law reforms in Portugal addresses comparable reform dynamics in the Portuguese market.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in corporate law and regulatory compliance. We advise international businesses, institutional investors, and in-house legal teams on Finnish corporate law matters, including company registration, articles of association review, Trade Register filings, and governance structuring for Finnish subsidiaries and joint ventures. Our corporate law practice covers jurisdictions across Europe, the Americas, Asia, and the Middle East, supported by a network of local counsel. Engaging a lawyer in Finland with cross-border experience is particularly valuable when parent company governance practices must be reconciled with local mandatory rules. As an international law firm in Finland and across Nordic markets, Ferraz & Whitmore helps clients build compliant and operationally sound corporate structures. To discuss your Finnish corporate compliance requirements, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.