Buying an OY and related questions

[Rip]

Is it not possible to write in the agreement that in case of liquidation all assets will be transferred to one specific shareholder given there are no liabilities? Or whatever is left after paying all liabilities would go to one specific shareholder?

I guess it is possible but why would you want or need to do that? If the company wants to use some property without owning it, isn't it simpler (not requiring to resort to rare legal constructions) to lease it? (or you formally sell the van or what ever to the company but instead of money receive something like an IOU)

If the van has been purchased with the money belonging to the company (or borrowed by it) then how could it belong to specific shareholder?

[betelgeuse]

So you mean whatever is in company is the ownership of the company.

Yes. For the van think about the car registration documents. It will currently note the company as the owner.

Doesn't matter how those things are acquired.

I don't understand. Whatever the company owns it has paid for or it has been put in as in-kind contributions (apportti).

So if a normal liquidation happens, everything is divided according to %age of shares?

Yes unless the articles of association (yhtiöjärjestys) say otherwise.

Is it not possible to write in the agreement that in case of liquidation all assets will be transferred to one specific shareholder given there are no liabilities? Or whatever is left after paying all liabilities would go to one specific shareholder?

It's not possible solely with the agreement. What you are aiming for can be done with two models:

1. The agreement forces the recipient to sell the assets to the buyer after liquidation (there will be two transfers)
2. You change the articles of association so that there are two classes of shares and on liquidation all the assets go to the class of shares that the specific shareholder owns.

Both have tax considerations to take into account. You seem to be making your transaction more complex than needed and should you continue down that path, you should seek expert help due to your limited knowledge of Finnish legislation.

[Marsh04]

What kind of taxation applies to assets after liquidation?

[Rip]

What kind of taxation applies to assets after liquidation?

Matter seems to be discussed fairly well in Finnish here under subtitle "Purkautuvan osakeyhtiön verotus"
http://www.jarisotka.fi/osakeyhtion-pur ... sta-82010/

I don't think I have the energy/time to start translating.

[cors187]

If there are two share holders and I have only 45% share but I own all the assets in the company (van in this case), and in agreement it is stated that I am the owner of the van, can I take van out of the company or sell it without the agreement of the majority shareholder?

You need to have a detailed shareholders agreement.The business looks messy,shareholders agreement will be the only thing that gives you your buy -in rights
Your shares need to have voting power, you can have 60% shares and no voting rights.
You need to look at the founding documents(articles of association).

If i get you right, you will need to buy the van personally(Mr Marsh) from the Mover Oy and lend it to Mover Oy(you may need to consult an accountant/bookkeeper for ideal tax reductions)

[Pursuivant]

You are getting screwed. If you buy into the company 45%, it defaults on a loan of 10 000, the van gets impounded by the bailiff and auctioned for 5000, then where are you at?

Nevermind you'll be laughed out from the bank unless you can get a lien mortgage say on your house. Oh then they will impound and auction your house...

And it ain't you laughing all the way to the bank.