Supervisory Board

The Supervisory Board (“SB”) is an optional part of an organizational structure in a Limited Liability Company according to the Finnish Limited Liability Companies Act. A stipulation concerning the existence of the SB must be included in the Articles of Association (“AoA”). SBs are rarely established in Finnish Companies.

Division of Duties: SB’s duties include supervising the Board of Directors ("BoD") and the MD. The AoA may stipulate that the SB shall elect the BoD members. In other respects, duties that fall within the general competence of the BoD or have not been assigned by law to any other organ may be assigned to the SB. The SB shall not be given any right to represent the Company. The information needed for the performance of the duties of the SB shall be supplied to the SB by the BoD and the MD.

[...]

Composition: The SB shall consist of a minimum of 3 members. The MD or the BoD member may not be appointed as the SB member. The Chairman needs to be elected for the SB among the SB members. The Chairman is appointed by the SB, unless it is otherwise decided upon the appointment of the SB or it is otherwise provided in the AoA. All SB members must be physical persons.

Appointment/Dismissal Competence: The SB members are appointed and dismissed by the General Meeting (“GM”) by a simple majority of votes. The SB members may also be dismissed by the GM or they may resign anytime. In a Private Limited Liability Company, the term of a SB member shall be indefinite unless otherwise provided by the AoA or otherwise decided by the GM.

Alternates: Not applicable.

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
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
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.

Dismissal
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.

Fee quote

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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EMAIL: pauliina.tenhunen@castren.fi
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