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Board of Directors

The Board of Directors (“BoD”) is the only mandatory governing body of a Finnish Limited Liability Company according to the Finnish Limited Liability Companies Act. The Managing Director (“MD”) and the Supervisory Board (“SB”) are optional governing bodies in addition to the BoD.

Division of Duties: The BoD has a general competence to take care of all matters related to the administration of the Company, unless such duties have been particularly assigned to the General Meeting (“GM”) or the MD. The BoD must see to the administration of the Company and the appropriate organization of its operations. The BoD is also responsible for organizing the appropriate supervision of the Company accounts and finances and if the Company is having the MD, he/she needs to be appointed by the BoD. In addition, duties of the BoD includes e.g. to represent the Company in all matters within the Company’s line of business, make decisions of unusual nature or major importance and to convene the GM.

[...]

Composition: The BoD shall consist of 1 to 5 ordinary members, unless otherwise provided in the Articles of Association (“AoA”). If there are less than 3 ordinary members, there shall be at least 1 deputy member (in Finnish: “varajäsen”) of the BoD. At least 1 ordinary member and 1 deputy member of the BoD must have his/her place of residence in the European Economic Area, unless the Finnish Patent and Registration Office grants an exemption. If there are several BoD members, a Chairman of the BoD shall be elected. All BoD members must be physical persons.

Appointment/Dismissal Competence: The BoD members are appointed and dismissed by the GM of the Company by a simple majority of votes. The BoD members may be dismissed by the GM or may resign anytime. The AoA may stipulate that the SB shall elect the BoD members. In a Private Limited Liability Company, the term of a BoD member shall be indefinite unless otherwise provided by the AoA or otherwise decided by the GM (or by the SB, if SB is appointing BoD members).

Alternates: Deputy members may be appointed to the BoD by the GM or, if so stipulated by the AoA, by the SB. If there are less than 3 ordinary BoD members, at least 1 deputy member must be appointed according to the Finnish Limited Liability Companies Act. In addition, the AoA may stipulate that deputy members should be appointed. The deputy member will replace the ordinary BoD member if the ordinary member is prevented to participate in the BoD Meeting.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Finland on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Castrén & Snellman before actually changing any board members in Finland.

Appointment (By the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

Maximum 2 months and minimum 1 week prior to the GM or prior to the due date to register to the GM (unless the AoA require a longer or a shorter notice period within the above mentioned limits).

No.

No.

Yes, if all Shareholders concur.

A written notice of the GM shall be sent to all Shareholders whose addresses are known to the Company, unless it is otherwise provided in the AoA.

Please note that special provisions apply to companies entered into the Finnish book-entry system.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and a person elected as Scrutinizer.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

Yes, if all Shareholders agree to pass a written unanimous Resolution.

The appointment will be effective from the conclusion of the GM deciding on the appointment, unless the GM decides on some other point in time.
3

Filing with the Finnish Patent and Registration Office.

(i) Application in written form;

(ii) Copy of Minutes/ written Resolution.

Yes, application to be signed by the MD or any BoD member (or a person authorized by any of them).

Filing without undue delay.

Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy.

No.

No.

Information needed in respect of each new BoD member; (i) non-Finnish citizens: PDF copy of passport and home address, (ii) Finnish citizens: identity number (in Finnish: “henkilötunnus”).
1
Step 1
0-2 months*
2
Step 2
0 days
3
Step 3
No specific requirements

0-2 months*

*Less than 7 days only possible if Step 1 is waived.
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Dismissal (By the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

Maximum 2 months and minimum 1 week prior to the GM or prior to the due date to register to the GM (unless the AoA require a longer or a shorter notice period within the above mentioned limits).

No.

No.

Yes, if all Shareholders concur.

A written notice of the GM shall be sent to all Shareholders whose addresses are known to the Company, unless it is otherwise provided in the AoA.

Please note that special provisions apply to companies entered into the Finnish book-entry system.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and a person elected as Scrutinizer.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

Yes, if all Shareholders agree to pass a written unanimous Resolution.

The dismissal will be effective from the conclusion of the GM deciding on the dismissal, unless the GM decides on some other point in time.
3

Filing with the Finnish Patent and Registration Office.

(i) Application in written form;

(ii) Copy of Minutes/ written Resolution.

Yes, application to be signed by the MD or any BoD member (or a person authorized by any of them).

Filing without undue delay.

Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy.

No.

No.
1
Step 1
0-2 months*
2
Step 2
0 days
3
Step 3
No specific requirements

0-2 months*

*Less than 7 days only possible if Step 1 is waived.
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Appointment (By the Supervisory Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

No.

No specific deadlines, however, no decision shall be made, unless all SB members have been reserved the chance, as far as possible, to participate.

No.

No.

No, however, SB Meeting may also be held without convening a meeting, if all SB members are available.
2

SB Meeting.

Minutes of SB Meeting.

Yes, to be signed by the Chairman of the SB and 1 other SB member designated by the SB.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, SB Meeting may also be held by telephone or without convening a separate meeting (by way if a written Resolution).

The appointment will be effective immediately or from the date decided by the SB.
3

Filing with the Finnish Patent and Registration Office.

(i) Application in written form;

(ii) Copy of Minutes of SB Meeting/ written Resolution.

Yes, application to be signed by the MD or any BoD member (or a person authorized by any of them).

Filing without undue delay.

Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy.

No.

No.

Information needed in respect of each new BoD member; (i) non-Finnish citizens: PDF copy of passport and home address, (ii) Finnish citizens: identity number (in Finnish: “henkilötunnus”).
1
Step 1
No specific requirements*
2
Step 2
0 days
3
Step 3
No specific requirements

0 days + reasonable time

*Within reasonable time for all SB members to participate.
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Dismissal (By the Supervisory Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

No.

No specific deadlines, however, no decision shall be made, unless all SB members have been reserved the chance, as far as possible, to participate.

No.

No.

No, however, SB Meeting may also be held without convening a meeting, if all SB members are available.
2

SB Meeting.

Minutes of SB Meeting.

Yes, to be signed by the Chairman of the SB and 1 other SB member designated by the SB.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, SB Meeting may also be held by telephone or without convening a separate meeting (by way of a written Resolution).

The dismissal will be effective immediately or from the date decided by the SB.
3

Filing with the Finnish Patent and Registration Office.

(i) Application in written form;

(ii) Copy of Minutes of SB Meeting/ written Resolution.

Yes, application to be signed by the MD or any BoD member (or a person authorized by any of them).

Filing without undue delay.

Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy.

No.

No.
1
Step 1
No specific requirements*
2
Step 2
0 days
3
Step 3
No specific requirements

0 days + reasonable time

*Within reasonable time for all SB members to participate.
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Castrén & Snellman has provided all input about changing board members in Finland. Our job is to help [...] your business succeed. We are a reliable partner in transactions, dispute resolution and a wide range of other specialized facets of business law. Decades of supporting our clients’ success have enabled us to grow into a firm of over 250 people. We have offices in Helsinki, Moscow and St Petersburg. In other parts of the world, we work with an extensive international network of law firms, which we have vetted for reliability and reputability.

For more information about Castrén & Snellman and changing board members in Finland, please use the below contacts:

TEL: +358 20 7765 406
EMAIL: pauliina.tenhunen@castren.fi
WEB: www.castren.fi