Liquidation of limited liability companies – termination or continuation of liquidation

This page includes the following instructions:

Notification of termination of liquidation

File your notification of the decision to terminate liquidation and to appoint a management without delay once the management has been appointed.

Chapter 20, Section 19 of the Limited Liability Companies Act applies to the termination of liquidation, the continuation of operations, and how a management is appointed for the company in this case. The act also includes provisions about how the decisions must be taken and in what kind of situations decisions on termination of liquidation and continuation of operations can be made.

The public summons to the creditors of the company lapses when the termination of liquidation has been registered. The liquidators must also present a final settlement of their administration as provided in Chapter 20, Section 16 of the Limited Liability Companies Act.

The Finnish Limited Liability Companies Act is available on Finlex, the reference database of Finnish legislation. See Limited Liability Companies Act on the Finlex website.

Ulkoinen sivusto, avautuu uuteen välilehteen

How to file

File your notification using paper forms.

You need Form Y4 and Appendix Form 13 and our Personal Data Form. Before you start, read our instructions (in Finnish or Swedish) on how to fill in Form Y4 at ytj.fi.

Form Y4 is bilingual (English and Finnish) and Personal Data Form is in English. They can be sent to us. Appendix Form 13, on the other hand, has to be sent either in Finnish or in Swedish.

Save the forms to your computer before filling them in.

In Form Y4, fill in the basic information and any details that have changed.

What documents need to be enclosed

Enclose the following documents with your notification:

  • Receipt for the handling fee
  • Minutes of the General Meeting (for example a certified copy)
  • When necessary, enclose minutes of the meeting of the Board of Directors (for example a certified copy).

Please note that all the details and documents you submit will be made public. Do not include any other documents that contain personal identity codes, home addresses, or other confidential details (such as health details or business secrets).

Who should sign the notification

The notification is signed by a member of the board of directors, or the managing director, or by a person authorised by one of them. Procuration rights are not enough to sign a notification to the Finnish Trade Register.

If an authorised person signs the notification, enclose a certified copy of a special power of attorney or the original general power of attorney.

Price

The handling fee for notification of termination of liquidation is 95 euros and notification of change of board of directors, managing director, holders of procuration, persons entitled to represent the company, and auditors is 40 euros per matter.

Examples of handling fees:

  • The handling fee for notifications of termination of liquidation and board of directors is 135 euros (95 + 40).
  • The handling fee for notifications of termination of liquidation, a new managing director and board of directors is 175 euros (95 + 40 + 40).

Make the payment in advance and enclose the receipt with your notification. Read more in our payment instructions.

Notification of continued liquidation

The liquidators must notify the Trade Register if the liquidation is continued.

How to file

File your notification using paper forms.

You need Form Y4 and Appendix Form 13 and our Personal Data Form. Before you start, read our instructions (in Finnish or Swedish) on how to fill in Form Y4 at ytj.fi.

Form Y4 is bilingual (English and Finnish) and Personal Data Form is in English. They can be sent to us. Appendix Form 13, on the other hand, has to be sent either in Finnish or in Swedish.

Save the forms to your computer before filling them in.

Who should sign the notification

The notification must be signed by a liquidator, or by someone authorised by that person. Procuration rights are not enough to sign a notification to the Finnish Trade Register.

If an authorised person signs the notification, enclose a certified copy of a special power of attorney or the original general power of attorney.

Price

The handling fee for notification of continued liquidation is 95 euros.

Make the payment in advance and enclose the receipt with your notification. Read more in our payment instructions.

When to apply the old Limited Liability Companies Act

Liquidations based on a decision made before the new Limited Liability Companies Act entered into force will remain effective, and the old act is applied to them.

After the new act entered into force, liquidations based on a decision made by the General Meeting – or on a decision made by a court on the basis of Chapter 13, Section 2 of the old act – can still be terminated as provided in Chapter 20, Section 19 of the new act (see Section 21 of the Act on the Implementation of the Limited Liability Companies Act).

The old act is applied where a reference to the provisions of the old act is made in the Housing Companies Act (809/1991) (see for example Section 1 of the Act on the Implementation of the Limited Liability Companies Act, and Section 3 of the Housing Companies Act).

Who can be a liquidator

At least one liquidator must be resident in the European Economic Area, unless the PRH grants an exemption from this requirement. See our instructions on permits to persons from outside the EEA.

The following persons cannot be liquidators:

  • legal persons
  • minors
  • bankrupts
  • persons who are subject to business prohibition
  • persons under guardianship
  • persons with restricted legal competency.
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Latest update 21.11.2022