The Managing Director (“MD”) is an optional governing body in a Finnish Limited Liability Company according to the Finnish Limited Liability Companies Act. The Articles of Association (“AoA”) may stipulate that the MD needs to be appointed. The MD is a governing body of the Company, not an employee.

Division of Duties: If the MD is appointed, his/her competence is subordinate to that of the Board of Directors (“BoD”). The MD is responsible for the day-to-day management of the Company in accordance with the instructions and orders given by the BoD. In addition, the MD has a duty to see that the accounts of the Company are in compliance with the law and the management of the assets has been arranged in a reliable manner. [...] The MD may only undertake unusual or extensive measures in view of the scope and nature of the activities of the Company, if the MD is authorized by the BoD or if it is not possible to wait for a decision of the BoD without causing essential harm to the Company. The MD is also authorized to represent the Company in matters pertaining to the MD’s general competence. Duties of the MD belong to the BoD if the Company is not having the MD.

Composition: According to the Finnish Limited Liability Companies Act, the Company may appoint only 1 MD. The MD must be a physical person and have his/her place of residence in the European Economic Area, unless the Finnish Patent and Registration Office grants an exemption.

Appointment/Dismissal Competence: The MD is appointed by the BoD and dismissed by the BoD. The MD is having the right to resign from the post anytime. The resignation shall take effect at the earliest upon notification to the BoD.

Alternates: The BoD may appoint 1 deputy MD (in Finnish: “toimitusjohtajan sijainen”). The deputy MD will act as the MD when the MD is prevented to take care of the duties of the MD. The BoD defines when the MD is prevented and accordingly, when the deputy MD will act as the MD. The deputy MD needs to be registered with the Finnish Patent and Registration Office alongside with the other governing bodies of the Company.

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.