urgent query: non-resident shareholder

rupun · Post by **rupun** » Sat Mar 01, 2014 12:27 am

Hi all,

If registering a new shareholder company (osakeyhtiö), is it possible to have shareholders that are non-Finnish and non-resident? If the SSN is required to register, how would that work, e.g. if the partners are e.g. from China, Singapore, or India, where the SSN are invariably different and/or unavailable, and do not conform to the Finnish SSN formats?

Secondly, if it is possible to have non-resident/non-Finnish shareholders, how can they be registered without their presence? Will a letter of authority suffice?

Thanks.

Kind regards.

**Sponsor:**

Cony · Post by **Cony** » Sat Mar 01, 2014 1:20 am

Yes. I held shares and was member of the board in a Finnish company a few years prior to my arrival . Also people can buy Finnish stocks (in the stock market) without even being in Finland . I think you can see the applicable legislation at:
http://www.prh.fi

But if you couldn't find what you're looking for, give them a call on Monday. They're pretty helpful.

tjawatts · Post by **tjawatts** » Sat Mar 01, 2014 9:54 am

http://www.prh.fi/en/kaupparekisteri/yr ... mitedcompa

Cony · Post by **Cony** » Sat Mar 01, 2014 11:18 am

tjawatts wrote:http://www.prh.fi/en/kaupparekisteri/yr ... mitedcompa

Thanks.

cors187 · Post by **cors187** » Sat Mar 01, 2014 5:41 pm

At startup
http://www.ytj.fi/english/services/Notification-forms

Download this(english) http://www.ytj.fi/english/services/Noti ... forms/2174

Shareholders
The company can have one or more shareholders.

When a legal person subscribes for shares, its name and Business ID must be stated in the Memorandum
of Association. For foreign legal persons, a certified copy of a register extract must be submitted with the
notification. If a foreign shareholder does not have a Finnish personal identity code, please state his or hedate of birth instead of the personal identity code and enclose for example a photocopy of his or her
passport, or some other proof of identity, if he or she has not been notified to the Trade Register before.

AKKumar · Post by **AKKumar** » Sat Apr 12, 2014 10:02 am

Rupun,

A non resident could be a shareholder in a Finnish Company (Oy). However mostly you need to get a prior approval from the NBPR if they shareholders are not residents of EEA. If the country of residence/ and or origin is a signatory of Lugano Convention the registration will be easy and smooth.

As you know law cannot be interpreted by reading a single note or a weblink.

If any further clarification write to me on juristfinland@gmail.com

betelgeuse · Post by **betelgeuse** » Sat Apr 12, 2014 3:37 pm

AKKumar wrote: A non resident could be a shareholder in a Finnish Company (Oy). However mostly you need to get a prior approval from the NBPR if they shareholders are not residents of EEA. If the country of residence/ and or origin is a signatory of Lugano Convention the registration will be easy and smooth.

As someone who claims to be a jurist you should refresh your knowledge about Osakeyhtiölaki. There are no such restrictions on shareholders. However, there are restrictions on board members (at least one resident in EEA) and CEOs (must be EEA).

foca · Post by **foca** » Sun Apr 13, 2014 1:29 am

Anyone can be a shareholder irrespective of citizenship or residency. No approvals of any kind is really needed. Especially it has nothing really to do with the Lugano convention. The only limitations that exist relate to the executive board. There you would have to have members from EU. It is them who are responsible for the company's operations and it is them who the tax man wants to hear from....
A power of attorney will suffice to establish an OY. The best way to do it is to employ a lawyer to fill and file all the papers.
One more thing - the sole fact of being a shareholder of a company, or even a board member will not automatically allow you to get a residence permit.

AKKumar · Post by **AKKumar** » Fri Apr 18, 2014 5:51 pm

betelgeuse wrote:
AKKumar wrote: A non resident could be a shareholder in a Finnish Company (Oy). However mostly you need to get a prior approval from the NBPR if they shareholders are not residents of EEA. If the country of residence/ and or origin is a signatory of Lugano Convention the registration will be easy and smooth.
As someone who claims to be a jurist you should refresh your knowledge about Osakeyhtiölaki. There are no such restrictions on shareholders. However, there are restrictions on board members (at least one resident in EEA) and CEOs (must be EEA).

A little knowledge is always dangerous as well as a worst advice!!!! @ betelgeuse --- Am refreshing my knowledge

Without a shareholder or an ordinary subscriber having a permanent place of residence, the shareholders/subscribers to MOA needs a permission from NBPR

No permanent place of residence in the European Economic Area*
At least one ordinary member of the Board of Directors and one deputy member, if any, must have a
permanent place of residence in the European Economic Area. Otherwise they need an exceptional
permission to be members or deputy members of the Board of Directors. The exceptional permission must
be applied from the National Board of Patents and Registration of Finland.

*NBPR LC Package
The Managing Director and the substitute for the Managing Director must also have a place of residence in
the European Economic Area or they need the afore-mentioned exceptional permission

foca · Post by **foca** » Sat Apr 19, 2014 12:29 am

AKKumar wrote:
Without a shareholder or an ordinary subscriber having a permanent place of residence, the shareholders/subscribers to MOA needs a permission from NBPR

Are you talking about bums being potential shareholders (as people having no permanent residence)? I know literally dozens of shareholders of OY from former USSR ( not residents of countries which are members of EU now), none if them ever needed any permission to become shareholders. And what about Finnish public companies , especially those that are traded abroad? Who would be able to check thousands of foreign shareholders?

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