Best Investment & Business Structuring Lawyers in Finland

1. About Investment & Business Structuring Law in Finland

Investment and business structuring law in Finland covers how companies are formed, organized, financed and reorganized for efficiency and risk management. It includes choosing a legal form, setting governance rules, and planning mergers, acquisitions, and restructurings. The aim is to balance private interests with regulatory compliance and transparency for investors and stakeholders.

In Finland the most common legal forms are Osakeyhtiö (Oy) or limited liability company, Avoin yhtiö (Ay) or general partnership, Kommandiittiyhtiö (Ky) or limited partnership, and toiminimi or sole proprietorship. For cross-border activity, Finnish law interacts with EU company law and international tax norms. The Finnish Trade Register and the YTJ data system centralize company information and registration processes.

Key governance and compliance topics include corporate governance, share capital requirements, board and management duties, reporting obligations, and anti-money-laundering (AML) controls for financial activities. Tax planning and transfer pricing rules also influence how structures are designed for Finnish and cross-border operations. For practical matters, engaging a qualified attorney or corporate adviser is often essential to tailor a structure to your business goals while preserving compliance.

Finland operates a corporate income tax rate of 20 percent for most business profits, influencing structural decisions for inbound and outbound investments.

Source: OECD overview of corporate income tax rates and Finland's general corporate framework. OECD - Corporate income tax rates

Cross-border corporate restructurings in the EU follow harmonized rules under the EU cross-border mergers framework.

Source: EUR-Lex - Directive on cross-border mergers and divisions within the EU. EU Directive 2017/1132

Under Finnish law, the core corporate act is the Osakeyhtiölaki (The Companies Act), which governs formation, governance, share capital and other essential corporate duties. See official Finnish legal references for the current text and amendments. Osakeyhtiölaki - Finlex

2. Why You May Need a Lawyer

Engaging a lawyer for Investment & Business Structuring in Finland helps you navigate concrete and high-stakes situations. Here are 4-6 real-world scenarios where you likely need legal counsel.

• Starting a Finnish Oy when expanding from abroad. A foreign entrepreneur wants to set up a Finnish limited liability company to operate in Finland and to attract local investors. A lawyer helps draft articles of association, appoint board members, determine share capital, and ensure registration with the PRH and the YTJ system.
• Planning a cross-border merger or acquisition. A client intends to merge a Finnish subsidiary with a foreign affiliate. A lawyer coordinates due diligence, negotiates the share purchase agreement, and ensures compliance with EU cross-border merger rules.
• Reorganizing for funding or tax efficiency. A growth company restructures from Ay/KY to Oy to attract external investors while preserving employee benefits and existing contracts. Legal guidance ensures compliance with corporate law, contract law and tax rules.
• Implementing AML and KYC controls for financial transactions. A company dealing with investors or financial services must embed AML measures, customer due diligence and reporting obligations, which require specialist counsel.
• Framing joint venture or collaborative investment structures. Partners want a clear governance framework, profit sharing, and exit provisions. A lawyer drafts governance agreements, transfer restrictions, and exit triggers.
• Handling cross-border financing and transfer pricing. If you structure intercompany loans or related-party pricing, a lawyer helps document transfer pricing policies and ensures compliance with Finnish and EU standards.

3. Local Laws Overview

The Finnish legal framework for investment and business structuring relies on both national statutes and EU directives. Below are 2-3 key statutes and regulations commonly referenced in structuring matters.

• Osakeyhtiölaki (624/2006) - The core Companies Act governing private and public limited liability companies, including formation, share capital, board duties, and shareholder rights. The act is regularly amended to reflect corporate governance practices and EU-aligned requirements. Current text and amendments available through Finlex. Osakeyhtiölaki - Finlex
• Arvopaperimarkkinalaki (Securities Markets Act) and related rules - Statutes governing public offerings, investor protection, market abuse, and disclosure for listed and large private offerings. This is essential for structuring investment vehicles that involve public markets or investors. Reference and summaries available via EU and Finnish authorities.
• EU cross-border merger and restructuring directives - Transposed into Finnish law to allow cross-border reorganizations within the EU, affecting merger planning, asset transfers and continuity of contracts. See EU directives and Finnish implementation texts. Directive 2017/1132

Other relevant frameworks include AML and data protection rules that impact structuring and compliance. The interplay between Finnish law and EU law means multinational structures must align with both domestic provisions and EU directives. For practical guidance, consult a Finnish corporate lawyer who specializes in cross-border business structuring.

Finland's corporate governance expectations align with EU standards, emphasizing transparency, shareholder protections and prudent risk management in restructuring scenarios.

Source: EU and Finnish corporate law references. EU Directive 2017/1132 • Osakeyhtiölaki - Finlex

4. Frequently Asked Questions

What is the Finnish Osakeyhtiö and how does it compare to a sole proprietorship?

An Osakeyhtiö (Oy) is a separate legal entity with limited liability. A sole proprietor bears personal liability, while an Oy provides liability protection and clearer investment potential. Taxation differs, with corporate tax applying to the Oy and personal tax to the owner for drawings or distributions.

How do I start a Finnish Oy from abroad and what documents are needed?

Start with choosing a name, appointing directors, and preparing a deed of incorporation and articles of association. You must file with the Finnish Trade Register via the PRH and use the YTJ system for business information. A local address and a Finnish bank account are usually required.

What is the typical cost to establish an Oy in Finland?

Minimum share capital for an Oy is €2,500. Additional costs include registration fees and potential professional fees for a lawyer or accountant. Overall costs typically range from a few hundred to a couple thousand euros depending on services used.

Do I need a lawyer to set up a company in Finland?

Not legally required, but advisable for complex structures, shareholder agreements, and cross-border plans. A lawyer can help with incorporation documents, governance, and tax considerations. This reduces risk and speeds up registration.

Are foreigners allowed to own 100 percent of a Finnish company?

Yes. Foreign investors may own 100 percent of an Oy, provided regulatory and KYC requirements are met. Visa and work-permit considerations may apply if you intend to manage operations from Finland.

What are common steps when planning a cross-border merger in Finland?

Due diligence is the first step, followed by negotiating the merger agreement and preparing transfer of assets and liabilities. You must comply with EU cross-border merger rules and register the changes with the Trade Register. Tax and employee-law implications require specialist review.

How long does it take to register a new company in Finland?

With complete documentation, registration can take about 1-2 weeks. If there are complications or additional approvals, the timeline may extend to 3-4 weeks.

What is transfer pricing and why does it matter for Finnish structures?

Transfer pricing ensures intercompany transactions are set at arm's length. Finland follows OECD guidelines, impacting pricing between Finnish subsidiaries and foreign affiliates. Documentation is typically required for tax audits.

Do I need to register for VAT when establishing a new Finnish company?

Yes, you usually register for VAT if annual taxable turnover exceeds the threshold or if you expect to make taxable sales. VAT registration can be completed alongside company incorporation.

What are key governance requirements for Oy boards?

An Oy typically requires a board of directors, with specific composition and meeting requirements dictated by the Companies Act. Clear duties include oversight of management, financial reporting and compliance with corporate governance rules.

Can I restructure a Finnish group through a merger or split?

Yes, cross-border and domestic restructurings are possible under EU and Finnish law. Detailed planning and documentation are essential to protect contracts, employees and tax positions. Seek counsel early in the process.

What is the difference between a merger and an acquisition in Finland?

A merger combines two or more entities into one, while an acquisition transfers control through purchase of shares or assets. Both require due diligence, regulatory filings and contract negotiations, but the legal mechanics differ significantly.

5. Additional Resources

Here are authoritative resources to support Investment & Business Structuring in Finland. They provide practical guidance and official information.

• Finnish Patent and Registration Office (PRH) - Oversees company registration, Trade Register entries, and business information in Finland. Practical guidance for starting and maintaining a Finnish company. PRH - Starting a business
• Finnish Tax Administration (Vero) - National tax authority responsible for corporate taxation, VAT, and transfer pricing compliance. Vero - Tax Administration
• European Union - EUR-Lex - Official EU repository for legal acts including cross-border merger directives and company law harmonization. EUR-Lex
• OECD - International resource for corporate taxation and transfer pricing standards applicable to Finland. OECD - Corporate income tax rates

6. Next Steps

1. Define your objectives - Clarify whether you need formation, restructuring, cross-border strategy or compliance enhancements. This shapes the scope of legal work and budget. Plan a checklist of deliverables and timelines.
2. Identify the appropriate legal form - Choose between Oy, Ay or Ky based on liability, capitalization, governance and future funding needs. A Finnish attorney can model scenarios and provide a comparative analysis.
3. Consult a Finnish corporate lawyer - Engage a lawyer who specializes in Investment & Business Structuring and cross-border matters. Obtain a written engagement letter with scope, milestones and fees.
4. Prepare core documents - Lawyer drafts articles of association, shareholder agreements, board resolutions, and any required employment or incentive arrangements. Ensure alignment with current Osakeyhtiölaki requirements.
5. Plan your registration path - Confirm required registrations with PRH and the YTJ system, including address, banking, and initial filings. Allow 1-2 weeks for standard processing.
6. Address compliance and licensing - Identify AML, KYC, data protection, and sector-specific licenses. Build a compliance program and appoint a responsible officer if needed.
7. Establish governance and reporting procedures - Set a governance framework, accounting, and annual reporting in line with Finnish law and EU directives. Schedule annual board meetings and audits where required.