The Finnish Trade Register Act (kaupparekisterilaki) has introduced several amendments starting January 1, 2025, with additional changes taking effect in 2027. While this blog focuses on the perspective of foreign companies operating in Finland – such as their Finnish subsidiaries or branches – these changes apply equally to all business entities operating in Finland. The aim of the amendment is to improve the accuracy of Trade Register information, ensure transparency regarding responsible persons and financial data, and prevent non-compliance.

Below, we explore the key changes and their practical implications particularly for foreign businesses operating through Finnish subsidiaries or branches.

To maintain accurate trade register data, the Finnish Patent and Registration Office (PRH) may impose penalty fees for missing or incorrect information if business entities fail to address deficiencies after receiving a formal notice. While the following key requirements are not newly established obligations for Finnish subsidiaries or branches, the PRH now has the authority to impose penalties for non-compliance with the registration requirements.

Key Requirements:

• Change Notifications: Business entities registered in the Finnish Trade Register must immediately report any changes to registered information, such as board composition, addresses, or beneficial ownership details. Further, Finnish companies must file their financial statements with the Patent and Registration Office within 8 months after the end of the financial year.
• Branch-Specific Reporting: Foreign businesses operating through Finnish branches must also notify the Patent and Registration Office of:
  • Bankruptcy, restructuring, or other insolvency proceedings of the foreign head office.
  • Liquidation of the foreign head office, including the appointment and authority of liquidators, as well as the conclusion of the liquidation.
  • Financial statements of the Finnish branch within 6 months after the end of the financial year. If the foreign head office operates under EU law or EEA legislation permitting a longer filing period, the branch must comply with that timeline.
  • Any changes to registered information, such as board composition of the foreign head office.

Failure to correct deficiencies after the PRH invites a company to do so results in a penalty fee of €300.

If a business entity fails to register financial statements within the statutory time period after the financial year ends, late filing fees apply as follows:

1. €150: Filed up to 2 months late.
2. €300: Filed between 2–4 months late.
3. €600: Filed over 4 months late.

If financial statements are delayed for two or more consecutive years, the fees are doubled.

Starting in 2027, business entities registered in the Finnish Trade Register must annually verify their registered information to ensure that registered information is accurate and up-to-date.

Companies, including Finnish branches, must confirm that all registered information, including board members, ultimate beneficial owners, and contact details, are up to date. The PRH will record the compliance or non-compliance of these updates in the Trade Register. Starting in 2028, if the information is not verified annually, PRH may impose a penalty fee of €300.

Although updating accurate information is not a new obligation, the PRH will now be able to monitor compliance more effectively. This enhanced oversight ensures that all registered information remains current and accurate, thereby improving the overall transparency and reliability of the Trade Register.

A business entity registered in the Finnish Trade Register is responsible for ensuring that the information submitted for registration in the Trade Register is accurate, up-to-date, and complies with legal requirements. PRH maintains the Trade Register and has the right to remove a business entity from the register if this obligation is not met. In practice, a company can be removed from the register in the following situations:

1. Board of Directors: A company established in Finland must have a competent board of directors registered in the Trade Register. For example, board members should be residents in the European Economic Area (EEA). If all board members reside outside of the EEA, a permit must be separately applied from the PRH.
2. Financial Statements: Business entities must submit their financial statements for each financial year, even if business operations have been suspended or the business is no longer active. If an entity has not submitted its financial statements to the Trade Register and at least one year has passed since the end of the financial year, the PRH may remove such entity from the Trade Register.
3. Beneficial Owners: The PRH has a right to remove an entity from the Trade Register if the entity has not submitted the statutory information of its ultimate beneficial owners or if the information submitted is incomplete or incorrect.
4. Inactive Company: Additionally, the PRH can remove a business entity from the Trade Register if the entity has not submitted any notifications to the Trade Register within the last ten years.

If a business entity is removed from the Trade Register, such entity cannot conduct its business operations, i.e. the entity cannot acquire rights or assume obligations after being removed from the register. Representatives of the removed entity may only take actions that are necessary to pay debts or preserve the value of the entity’s assets. Furthermore, a removed entity no longer retains the exclusive right to its business name.

Entities removed from the Trade Register in 2023 or later may apply for reinstatement if all of the following conditions are met:

1. Correct the cause of removal: Correct the reason for deregistration, such as filing overdue financial statements or updating missing beneficial ownership details.
2. Update Entity Information: Ensure all registered information is accurate and up to date (e.g., address, board members, and financial reports).
3. Pay Outstanding Fees: Settle all penalty and late filing fees issued by the PRH.
4. Avoid Legal Conflicts: Ensure the registration does not conflict with the legal requirements, such as a business name that could cause confusion with an existing one.
5. No Liquidation: Entities that have distributed their assets in liquidation cannot be reinstated.

An application for reinstatement in the register must be submitted within one year of the deregistration decision. If more than one year has passed, the entity can no longer be reinstated in the Trade Register.

1. Stay Proactive: Keep the registered information up to date by filing change notifications promptly to avoid negligence fees or removal from the Trade Register.
2. Monitor Deadlines: Submit financial statements within the statutory time limits to avoid late filing fees or deregistration.
3. Prepare for Annual Verification: Implement processes to verify and confirm Trade Register data annually.

By following the updated requirements, business entities registered with the Finnish Trade Register can ensure smooth operations and avoid penalties under the amended Trade Register Act. For tailored assistance, our legal team is happy to support your compliance needs – providing expert guidance that saves time, reduces risk, and gives you peace of mind to focus on what matters most: growing your business.

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