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 SB member; (i) Non-Finnish citizens: PDF copy of passport and home address, (ii) Finnish citizens: identity number (in Finnish: “henkilötunnus”). |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-2 months* *Less than 7 days only possible if Step 1 is waived. |
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
|
2
Step 2
|
3
Step 3
|
|||
0-2 months* *Less than 7 days only possible if Step 1 is waived. |
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:
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