Mergers - Finland

Updated 10/2012

Legal requirements

Finnish legislation does not impose any restrictions on foreign ownership of enterprises. A foreigner may establish an enterprise in Finland or acquire minority or majority ownership of one.

The Limited Liability Companies Act regulates mergers. It also contains provisions on cross-border mergers.

A limited liability company (the merging company) may merge with another limited liability company (the receiving company) if the assets and liabilities of the merging company are transferred to the receiving company and the merging company's shareholders receive shares in the receiving company as compensation for the merger. Merger compensation may also be in the form of money, other property and commitments.

A limited liability company may also participate in a merger where a foreign company merges with a Finnish one or vice versa (a cross-border merger).

Limited Liability Companies Act

The Competition Act focuses on the rules mentioned above.

Competition Act

Types of merger

A merger may take place so that:

one or more merging companies merges into the receiving company (merger by absorption); or
at least two merging companies merge by means of jointly establishing a receiving company (merger by combination).
Forms of merger and notification of them

Buying an existing company, with an already established structure, can be a good way of expanding your business.

Takeovers — Finland

Administrative procedures

Notification

Mergers are notified to the National Board of Patents and Registration Trade Register. The merger rules differ for different business forms.

For a limited liability company merger, notification must be given of the limited liability companies that are party to the merger, and their business ID numbers, the date on which the merger agreement was signed, notice to creditors, execution of the merger and final accounts.

Limited liability company merger

In general, the participating companies forward the merger plan and the notice related to its enforcement jointly, and the respective publication is generally applied for by the merging company. However, a note in the register is made for both the merging company and the receiving company.

Merger of general or limited partnerships

A founding declaration about the opening of a branch by a foreign trader must be made to the trade register before commencing activities.

Branch

Such agreements between traders, decisions to merge traders and standardised procedures by traders, the aim of which is clearly to prevent, restrict or distort competition or which lead to competition clearly being prevented, restricted or distorted, are prohibited.

The Office of Free Competition - Cartels and other horizontal competition restrictions

Registration

New companies and updated company details need to be recorded in the National Board of Patents and Registration'sTrade Register is made for both the merging company and the receiving company.

National Board of Patents and Registrations, data entered in the trade register

Resources

A foreign company planning to become established in Finland can access the website Invest in Finland for information and support. It is an expert service which assists companies who wish to come to Finland and offers advice and useful contacts.

Invest in Finland

The EnterpriseFinland Internet service provides information on buying an existing company, business idea or the business activity of a company.

The various ways leading to entrepreneurship - buying of an existing company or the business activity of a company

The Enterprise Exchange internet service maintained by the Federation of Finnish Enterprises provides information on businesses for sale and businesses in demand.

Business exchange

Check also the legislation on this topic in:

Mergers - Finland