Osakeyhtiö

Osakeyhtiö (Oy, limited liability company) is a separate legal person from its owners. The company owns the assets and signs the contracts. As a rule the company is liable for its own debts. Shareholders risk the capital they invest. Personal liability still arises if you give a personal guarantee (henkilötakaus) to a bank or Finnvera, or if you break board duties set in the Limited Liability Companies Act.

There is no minimum share capital. You can found an Oy with 0 euros of osakepääoma. You need at least one shareholder and a board (hallitus). If the board has fewer than three ordinary members, the law also requires a deputy member (varajäsen). A person founding a company alone therefore needs another person on the register as deputy. That person does not have to own shares.

An Oy must keep double-entry bookkeeping and prepare financial statements. Limited companies file the statements with PRH. The company pays 20% corporate income tax (yhteisövero) on taxable profit. You pay personal tax when you take a salary or a dividend. A sole trader cannot pay themselves a salary; an Oy can.

YEL applies to a shareholder who works in a leading position and owns more than 30% of the shares alone, or more than 50% together with family members. Other working shareholders are usually insured as employees under TyEL.

Practical advice

File the founding notification electronically in YTJ. Limited companies must file electronically.

Write articles of association (yhtiöjärjestys) and a memorandum of association (perustamissopimus) before you file. If there is more than one owner, a shareholders’ agreement is not filed with PRH but it records how shares may be sold and how decisions are made.

Join the Tax Administration registers you actually need on the same form: Ennakkoperintärekisteri, ALV, and the employer register if you will pay wages.

Where to seek advice

The best place to start is Uusyrityskeskus: https://uusyrityskeskus.fi/yrityksen-perustajalle/palvelumme-alkavalle-yrittajalle/

Free advice on whether an Oy fits your plan, and on the documents PRH expects. For the current registration fee and board rules, use PRH: https://www.prh.fi/en/kaupparekisteri.html

All the necessary links

YTJ.fi — Electronic founding notification.
PRH.fi — Company law guidance, name search and financial statement filing.
Vero.fi — Corporate income tax, salary and dividend.
Suomi.fi — Founding steps and Suomi.fi authorisations for an accountant.