The Osakeyhtioe (Swedish aktiebolag ) is a joint stock company under Finnish law. It is in Finland the only economically relevant form of a corporation. A separate, smaller right shape as the German limited liability company does not exist. In the form of joint-stock company large listed companies operate in Finland as well as medium small businesses.
The first stock company in the field of contemporary Finland named Hertonäs Fajansfabrik Bolag was founded in 1762. At this time Finland was part of the Swedish kingdom. There was not yet a legal basis for public companies. Therefore, it was missing the first joint-stock companies still at a characteristic for modern stock corporations element, limiting the liability of the shareholders to the share capital.
A legal basis for joint stock companies with limitation of liability was created in Finland in 1864, as in now part of the Grand Duchy of Finland to Russia the Imperial Ordinance on the anonymous stock cooperatives ( keisarillinen asetus nimettömistä eli osakeyhdyskunnista ) came into force. According to this law requiring corporations, the government concession. The internal constitution could, however, be determined very free to shareholders.
From the concession principle in 1895 with the first Finnish Companies Act ( osakeyhtiölaki ) was taken distance. In contrast, the Articles of Association state control was assumed, with the freedom remained significantly.
The Companies Act 1895 has been replaced by a new, arisen in Nordic co- Stock Corporation Act in 1978. This, in turn, was renewed in 1997 following the accession of Finland to the European Union in many parts. In September 2006, finally entered a completely renewed Corporation Act in force, which aims to expand the design possibilities in public companies, particularly by individual clauses in statutes was.
Forms of Finnish public limited company
The Finnish law distinguishes between "private" and "public" joint stock companies, depending on whether the company's shares are publicly traded or not. Public limited companies are inter alia stricter reporting rules subject than the private. The private limited companies are identified by the suffix Oy and Swedish ex and the public limited companies ( osakeyhtiö julkinen or publikt aktiebolag ) by the abbreviation Oyj Abp or marked.
The private limited company is the most common form of corporation in Finland and has a company form for the economy, the corresponding function as the GmbH in Germany. The minimum capital is in private limited company € 2500 and at the public limited company € 80,000.
Founder may be one or more natural or legal persons. The liability of members is limited by registration of the company on the company's capital.
In the special case of flat Aktiengesellschaft ( asunto - osakeyhtiö ) the corporation is also used for holding and managing multi-party homes. In this form of ownership, which factually equivalent to the German residential property, the different shares of the Company entitling them to the use of certain apartments.
Board of Directors
The central management body of the company 's Executive Board ( hallitus ). In the Board are from one to five members to be selected if the statute does not provide for a different number. If fewer than three members selected it is also a substitute member must be determined. At least one board member must be resident in the area of the European Economic Area.
Optionally, the company may also have a managing director, who is appointed by the Board. If a manager is appointed, he is responsible for the procurement of current affairs, and his powers are limited to current operations, unless otherwise provided by the statutes.
The supreme body of the corporation is the shareholder meeting. The shareholders' meeting shall be held within six months after the close of the fiscal year. The Assembly decides on the annual accounts, the granting of relief for members of management and the Board as well as the treatment of the profit or loss, such as Distribution of dividends. Amendments to be made by the shareholders' meeting is usually a two-thirds majority.
- The articles of association may determine that a supervisory board is to choose ( hallintoneuvosto ), which certain responsibilities to the Board counting tasks, but not the representation of the Company, be transferred.
- If none of the Board members and not the manager is domiciled in Finland, a representative must be ordered residing in Finland.
- Public companies must appoint an auditor. This may not be the board of directors or the management of the company belong to or be employees of the Company. The statutes may provide several accountants.