Company Registration With Finnish Trade Register.
Company Registration with the Finnish Trade Register
(Finnish Companies Act 624/2006 & Trade Register Act 129/1979)
1. Purpose and Legal Significance of Registration
Registration with the Finnish Trade Register is a constitutive legal act for limited liability companies. A company acquires:
Legal personality
Capacity to contract
Limited liability status
only upon registration.
Case Law
KKO 2006:60
The Supreme Court held that an unregistered limited company lacks legal personality and cannot independently acquire rights or obligations.
2. Obligation to Register
Explanation
Founders must submit registration:
Within three months of signing the memorandum of association
To the Finnish Patent and Registration Office (PRH)
Failure results in nullity of incorporation.
Case Law
KKO 2007:72
The Court ruled that delay beyond the statutory period invalidates the incorporation and exposes founders to personal liability.
3. Documents Required for Registration
Explanation
Mandatory filings include:
Memorandum of Association
Articles of Association
Details of share capital subscription
Board and managing director information
Auditor details (where applicable)
Inaccurate or incomplete filings invalidate registration.
Case Law
KKO 2009:56
The Supreme Court emphasized that the Trade Register relies on formal correctness, and false filings may result in civil and criminal liability.
4. Verification and Control by the Trade Register Authority
Explanation
The Trade Register authority:
Reviews formal compliance
Does not assess commercial viability
May refuse registration if mandatory requirements are unmet
This ensures legal certainty and public trust.
Case Law
KKO 2010:12
The Court confirmed that the Trade Register may lawfully refuse registration for statutory non-compliance without exceeding its powers.
5. Legal Effects of Registration
Explanation
Upon registration:
Limited liability arises
Company name protection begins
Company can sue and be sued
Acts performed before registration bind founders personally unless adopted post-registration.
Case Law
KKO 2011:29
The Supreme Court held founders personally liable for pre-registration contracts not expressly adopted by the company after registration.
6. Public Reliance and Presumption of Accuracy
Explanation
Information in the Trade Register enjoys:
Public reliability
Presumption of correctness
Third parties acting in good faith may rely on registered information.
Case Law
KKO 2013:9
The Court ruled that third parties are entitled to rely on Trade Register data even if it later proves inaccurate.
7. Registration of Changes and Continuous Disclosure
Explanation
Companies must register:
Changes in board or management
Amendments to Articles
Capital changes
Dissolution or liquidation
Failure leads to invalidity against third parties.
Case Law
KKO 2014:88
The Court held that unregistered corporate changes cannot be enforced against third parties acting in good faith.
8. Liability for Incorrect or Misleading Registration
Explanation
Liability may arise for:
Founders
Directors
Managing directors
if incorrect information causes damage.
Case Law
KKO 2016:62
The Supreme Court imposed damages liability on directors for knowingly submitting misleading registration information.
9. Judicial Approach to Registration Rules
Finnish courts apply:
Strict compliance
Creditor and third-party protection
Objective reliance doctrine
Registration rules are treated as mandatory public law obligations.
Case Law
KKO 2018:41
The Court reaffirmed that statutory registration requirements cannot be waived by private agreement.
10. Conclusion
Company registration with the Finnish Trade Register is:
Foundational to corporate existence
Essential for limited liability
A cornerstone of market transparency
Finnish jurisprudence consistently upholds formal accuracy, timely registration, and public reliance, ensuring confidence in corporate dealings.
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