Joint stock company (Finland)
The Osakeyhtiö (short: Oy) ( Swedish aktiebolag ) is the joint stock company by Finnish law. It is the only economically relevant form of corporation in Finland . There is no separate, smaller legal form like the German limited liability company . Large listed companies as well as small and medium-sized enterprises operate in the form of joint-stock companies in Finland.
The first joint stock company in what is now Finland, called Hertonäs Fajansfabrik Bolag , was founded in 1762 . At that time Finland was part of the Swedish Empire. There was not yet a legal basis for public limited companies. Therefore, the first stock corporations lacked an element characteristic of modern stock corporations, the limitation of the shareholders' liability to the share capital.
A legal basis for limited liability companies was not created in Finland until 1864 , when the imperial ordinance on anonymous joint-stock cooperatives ( keisarillinen asetus nimettömistä eli osakeyhdyskunnista ) came into force in Finland, which now belongs to Russia as a Grand Duchy . According to this law, public limited companies required a state license . The shareholders, on the other hand, were free to determine their internal constitution.
The concession principle was abandoned in 1895 with the first Finnish Stock Corporation Act ( osakeyhtiölaki ). In contrast, the company's statutes were placed under state control, although the freedom of design remained substantial.
The stock corporation law of 1895 was replaced in 1978 by a new stock corporation law created in cooperation with the Nordic countries. This in turn was largely renewed in 1997 following Finland's accession to the European Union . In September 2006, a completely revised Stock Corporation Act came into force, the aim of which was to expand the structuring options in stock corporations, in particular through individual statutes.
Forms of Finnish joint-stock company
Finnish law distinguishes between “private” and “public” joint-stock companies, depending on whether the company's shares are publicly tradable or not. The public stock corporations are u. a. Subject to stricter reporting rules than private ones. The private joint-stock companies are identified by the abbreviation Oy or Swedish Ab and the public joint-stock companies ( julkinen osakeyhtiö or publikt aktiebolag ) by the abbreviation Oyj or Abp .
The private joint-stock company is the most widespread form of the corporation in Finland and has the same function as the GmbH in Germany as a corporate form for the economy. The minimum capital is € 2,500 for a private stock corporation and € 80,000 for a public stock corporation.
In the special form of the apartment owner company ( asunto-osakeyhtiö , literally "housing stock corporation"), the stock corporation is also used to hold and manage multi-party residential buildings. In this form of ownership, which corresponds to German apartment ownership , the various shares in the company entitle the holder to use certain apartments.
The central management body of the company is the board of directors ( hallitus ). One to five members are to be elected to the board of directors, unless the statutes specify a different number. If fewer than three members are elected, a substitute member must also be appointed. At least one member of the board of directors must be resident in the European Economic Area .
Optionally, the company can also have a managing director, who is appointed by the board of directors. If a managing director has been appointed, he is responsible for handling current affairs and his power of representation is limited to current business, unless otherwise stipulated in the articles of association.
The highest body of the stock corporation is the shareholders' meeting. The shareholders' meeting is to be held within six months after the end of the financial year. The assembly decides on the annual financial statements, the granting of relief for members of the management and the board of directors as well as the treatment of the profit or loss, e.g. B. Distribution of Dividends. Changes to the articles of association are generally made by the shareholders' meeting with a two-thirds majority.
- The company's articles of association can stipulate that a supervisory board ( hallintoneuvosto ) is to be elected to which certain tasks belonging to the area of responsibility of the management board, but not the representation of the company, are assigned.
- If none of the board members and also not the managing director is resident in Finland, a representative resident in Finland must be appointed.
- Public companies must appoint an auditor. This may not belong to the board of directors or the management of the company or be an employee of the company. The statutes can also provide for several auditors.
- Juhani Kyläkallio, Olli Iirola, Kalle Kyläkallio: Osakeyhtiö . 6th edition. tape 1 . Edita Publishing, Helsinki 2012, ISBN 978-951-37-6140-0 (Volume 2 ISBN 978-951-37-6143-1 ).