Notification of changes for limited liability companies: Board of directors
You should notify the Trade Register of any changes to the composition of a limited liability company’s board of directors without delay.
This page includes the following information:
- Who can be elected to be a member of a board of directors
- Notification on terminated position
- Who can file
- How to file your notification in the online service at ytj.fi
- How to file your notification using paper forms
- What documents need to be enclosed
- Price
- What to do if you do not have a Finnish personal identity code
- Monitor the progress of your notification
Who can be elected to be a member of a board of directors
At least one ordinary member and at least one deputy member in a board of directors must be resident in the European Economic Area (EEA). However, the PRH can grant dispensation from this requirement. See our instructions on permits to persons from outside the EEA.
The following cannot be elected to be a member of a board of directors:
- legal persons
- minors
- persons under guardianship, or persons with restricted legal competency
- bankrupts
- persons banned from doing business.
Number of board members
It is useful to check what the articles of association lay down concerning the composition of the board of directors before a new board is elected.
Under the Limited Liability Companies Act, one to five ordinary members must be elected unless the articles of association state otherwise. If the board of directors consists of less than three members, at least one deputy member must be elected; if there are two or more ordinary members, you must elect a chairperson.
The chairperson is elected by the board of directors, except if another decision has been made when electing the board, or if the articles of association include other provisions.
Notification on terminated position
Board members themselves can
also notify the Trade Register of the termination of their appointment.
See our instructions on termination of appointment.
Who can file
In limited liability companies, those responsible for the notification are the ordinary board members and the managing director.
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.
If an authorised person signs the notification using forms, the original general power of attorney or a certified copy of a special power of attorney must be enclosed with the notification.
How to file your notification in the online service at ytj.fi
Filing online at ytj.fi is cheaper than using paper forms, and the notifications filed in the service are processed faster.
Please note that the online filing service at ytj.fi is only available in Finnish and Swedish.
To log in to the service, you need to have a Finnish personal identity code and additionally one of the following: personal internet banking codes, a mobile certificate, or an electronic identity card (HST card). What to do if you do not have a Finnish personal identity code.
Log in to the online service at ytj.fi and select “Muuta yrityksen tietoja tai lähetä tilinpäätös" or “Ändra företagets uppgifter eller skicka in bokslut" on the front page.
The online service at ytj.fi will help you fill in the notification of changes. Fill in the requested details and add the required documents (see “What documents need to be enclosed" below).
When you file in the online service at ytj.fi, the service automatically calculates the handling fee for you. After the notification has been signed, you can pay the fee using your internet banking codes or by credit card.
File your notification online in Finnish or Swedish.Open link in a new tab
How to file your notification using paper forms
You can also file your notification using our 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.Open link in a new tab
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.
Please note that the whole composition of the board must be listed on the form, even if only some of the board members have changed.
Save the forms to your computer before filling them in.
- Open: Form Y4 in English (pdf, 0.3 MB) and Finnish (pdf, 0.3 MB).
- Open: Appendix Form 13 and Personal Data Form in Finnish (pdf, 1.1 MB).
- Open: Appendix Form 13 and Personal Data Form in Swedish (pdf, 1.1 MB).
- Open: Personal Data Form in English (pdf, 708.5 kt).
Please note: use the Personal Data Form to file personal identification details with the Finnish Trade Register. Do not include personal identity codes or home addresses on any other notification forms.
Send the forms, receipt for the handling fee, and the other required documents (see “What documents need to be enclosed" below) by post. The address can be found on Form Y.
What documents need to be enclosed
Enclose the following documents with your notification:
- Receipt for the handling fee if you file your notification on paper forms.
- Copy of the general meeting minutes, certified by one person (or other record of the election if the articles of association provide that another party elect one or several members of the board)
- As far as the election of the chairperson of the board of directors is concerned, a copy of the board meeting minutes, certified by one person (or other record of the election if it was carried out by another party than the board)
- If you list a person who has no Finnish personal identity code on your board of directors, please enclose proof of his/her existence.
- The proof can be, for example, a certified copy of passport.
- No proof is needed if this person's details already exist in the Finnish Trade Register.
- If an authorised person signs the paper notification, a certified copy of a special power of attorney or the original general power of attorney.
Please note that all the details and documents you submit will be made public, apart from the personal data form and copies of passports. Do not include any other documents that contain personal identity codes, home addresses, or other confidential details (such as health details or business secrets).
Price
Notification of change of board of directors, holders of procuration, persons entitled to represent the company, auditors, managing director or house manager:
- using the online service at ytj.fi and the online form for an identification method for foreign persons: EUR 40 per matter
- using a paper form: EUR 40 per matter + EUR 55 per notification
The notification of your resignation or the termination of an assignment entered in the register is free of charge.
When you file in the online service at ytj.fi, the service automatically calculates the handling fee for you. You can pay the fee after the notification has been signed.
When you file using our forms, make the payment in advance and enclose the receipt with your notification. Read more in our payment instructions.
Examples of handling fees
Notification of a new board of directors:
- using the online service at ytj.fi and the online form for an identification method for foreign persons: EUR 40
- using a paper form: EUR 95 (40 + 55)
Notification of a new managing director and board of directors:
- using the online service at ytj.fi and the online form for an identification method for foreign persons: EUR 80 (40 + 40)
- using a paper form: EUR 135 (40 + 40 + 55)
Notification of a new board of directors and auxiliary company name:
- using the online service at ytj.fi and the online form for an identification method for foreign persons: EUR 100 (40 + 60)
- using a paper form: EUR 205 (40 + 55 + 115)
Please note that changing the number of members in the board of directors may require that the articles of association be changed. For example, according to the articles of association, the board of directors consists of three ordinary members. Five ordinary members are elected into the board, which requires a change to the articles of association.
Notification of a change to the articles of association:
- using the online service at ytj.fi and the online form for an identification method for foreign persons: EUR 240
- using a paper form: EUR 380
The handling fee for changing the articles of association covers changes to the representation of the company based on position in the company.
What to do if you do not have a Finnish personal identity code
If you do not have a Finnish personal identity code you can file your notification of changes for limited liability companies in our online form if the following conditions are met:
- You are a citizen of an EU country and you don’t have a Finnish personal identity code.
- You use the means of identification of some other EU country.
File your notification by logging in to the online form “Identification method for foreign persons - Notification to the Finnish Trade Register". When you log in, select the country whose means of identification you use.
After you have logged in, select “Notification of changes for limited liability companies" as the matter to be filed. Fill in the company details. Add the notification forms you have filled in, receipt for the handling fee, and other necessary attachments (see our instructions for forms above) as PDF files. Send.
Monitor the progress of your notification
You can monitor the progress of your notification using the notification search in the Virre Information Service. Go to the notification search in Virre. Open link in a new tab