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Created page with "An Osakeyhtiö (Oy) is the Finnish term for a limited liability company. It is the most common and widely used corporate structure in Finland. When you establish an Oy, you are creating a separate legal entity distinct from its owners (shareholders). This means the company itself can enter into contracts, incur debt, and be held legally responsible for its actions. The primary defining feature of an Oy is limited liability. The financial risk of the shareholders is gene..."
 
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An Osakeyhtiö (Oy) is the Finnish term for a limited liability company. It is the most common and widely used corporate structure in Finland. When you establish an Oy, you are creating a separate legal entity distinct from its owners (shareholders). This means the company itself can enter into contracts, incur debt, and be held legally responsible for its actions.
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=== Osakeyhtiö === <!--T:1-->


The primary defining feature of an Oy is limited liability. The financial risk of the shareholders is generally limited to the amount of capital they have invested in the company's shares. Personal assets of the shareholders are typically protected from business debts and liabilities, provided that the company is managed according to the law.
<!--T:2-->
Osakeyhtiö (Oy, limited liability company) is a separate legal person from its owners. The company owns the assets and signs the contracts. As a rule the company is liable for its own debts. Shareholders risk the capital they invest. Personal liability still arises if you give a personal guarantee (henkilötakaus) to a bank or [[Finnvera]], or if you break board duties set in the Limited Liability Companies Act.


This business structure is suitable for a wide range of enterprises, from single-person consultancies to large-scale manufacturing operations. It is often chosen by entrepreneurs who plan to grow their business, seek external funding, or want to minimize their personal financial risk. An Oy also conveys a professional image to clients, partners, and financial institutions, as its operations are regulated by the Limited Liability Companies Act.
<!--T:7-->
There is no minimum share capital. You can found an Oy with 0 euros of osakepääoma. You need at least one shareholder and a board (hallitus). If the board has fewer than three ordinary members, the law also requires a deputy member (varajäsen). A person founding a company alone therefore needs another person on the register as deputy. That person does not have to own shares.


Setting up an Oy requires specific steps. You need to draft a Memorandum of Association and Articles of Association. A minimum share capital is no longer legally required for a standard private Oy, although injecting some initial capital is usually necessary for practical operations. The company must be registered with the Finnish Trade Register (Kaupparekisteri), maintained by the Finnish Patent and Registration Office (PRH).
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An Oy must keep double-entry bookkeeping and prepare financial statements. Limited companies file the statements with PRH. The company pays 20% corporate income tax (yhteisövero) on taxable profit. You pay personal tax when you take a salary or a dividend. A sole trader cannot pay themselves a salary; an Oy can.


An Oy must have a Board of Directors, which is responsible for the company's administration and the appropriate organization of its operations. Depending on the size and structure, the company may also appoint a Managing Director to handle day-to-day management. An Oy is subject to double-entry bookkeeping and, depending on its size, may require a statutory audit. The company pays corporate income tax on its profits, and shareholders pay tax on any dividends distributed to them.
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[[YEL]] applies to a shareholder who works in a leading position and owns more than 30% of the shares alone, or more than 50% together with family members. Other working shareholders are usually insured as employees under TyEL.
 
<!--T:4-->
==== Practical advice ====
File the founding notification electronically in YTJ. Limited companies must file electronically.
 
<!--T:9-->
Write articles of association (yhtiöjärjestys) and a memorandum of association (perustamissopimus) before you file. If there is more than one owner, a shareholders’ agreement is not filed with PRH but it records how shares may be sold and how decisions are made.
 
<!--T:10-->
Join the Tax Administration registers you actually need on the same form: [[Ennakkoperintärekisteri]], [[ALV]], and the employer register if you will pay wages.
 
<!--T:5-->
==== Where to seek advice ====
The best place to start is '''Uusyrityskeskus''': https://uusyrityskeskus.fi/yrityksen-perustajalle/palvelumme-alkavalle-yrittajalle/
 
<!--T:11-->
Free advice on whether an Oy fits your plan, and on the documents PRH expects. For the current registration fee and board rules, use PRH: https://www.prh.fi/en/kaupparekisteri.html
 
<!--T:6-->
==== All the necessary links ====
* '''YTJ.fi''' — Electronic founding notification.
* '''PRH.fi''' — Company law guidance, name search and financial statement filing.
* '''Vero.fi''' — Corporate income tax, salary and dividend.
* '''Suomi.fi''' — Founding steps and Suomi.fi authorisations for an accountant.
 
 
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[[Category:base]]
</translate>

Latest revision as of 14:19, 20 September 2026

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Osakeyhtiö

Osakeyhtiö (Oy, limited liability company) is a separate legal person from its owners. The company owns the assets and signs the contracts. As a rule the company is liable for its own debts. Shareholders risk the capital they invest. Personal liability still arises if you give a personal guarantee (henkilötakaus) to a bank or Finnvera, or if you break board duties set in the Limited Liability Companies Act.

There is no minimum share capital. You can found an Oy with 0 euros of osakepääoma. You need at least one shareholder and a board (hallitus). If the board has fewer than three ordinary members, the law also requires a deputy member (varajäsen). A person founding a company alone therefore needs another person on the register as deputy. That person does not have to own shares.

An Oy must keep double-entry bookkeeping and prepare financial statements. Limited companies file the statements with PRH. The company pays 20% corporate income tax (yhteisövero) on taxable profit. You pay personal tax when you take a salary or a dividend. A sole trader cannot pay themselves a salary; an Oy can.

YEL applies to a shareholder who works in a leading position and owns more than 30% of the shares alone, or more than 50% together with family members. Other working shareholders are usually insured as employees under TyEL.

Practical advice

File the founding notification electronically in YTJ. Limited companies must file electronically.

Write articles of association (yhtiöjärjestys) and a memorandum of association (perustamissopimus) before you file. If there is more than one owner, a shareholders’ agreement is not filed with PRH but it records how shares may be sold and how decisions are made.

Join the Tax Administration registers you actually need on the same form: Ennakkoperintärekisteri, ALV, and the employer register if you will pay wages.

Where to seek advice

The best place to start is Uusyrityskeskus: https://uusyrityskeskus.fi/yrityksen-perustajalle/palvelumme-alkavalle-yrittajalle/

Free advice on whether an Oy fits your plan, and on the documents PRH expects. For the current registration fee and board rules, use PRH: https://www.prh.fi/en/kaupparekisteri.html

  • YTJ.fi — Electronic founding notification.
  • PRH.fi — Company law guidance, name search and financial statement filing.
  • Vero.fi — Corporate income tax, salary and dividend.
  • Suomi.fi — Founding steps and Suomi.fi authorisations for an accountant.
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This page was last edited on 20 September 2026, at 14:19.