Osakeyhtiö rules

[rayoflight]

Need some advise regarding company formation. In a process to register a limited company with 4 partners. One partner has majority shares who is also the chairman of the board, others vary from 5-20. One of the minority partners is also going to take care of accounting etc. He has been given "prokuriti" rights, and also has her name against Tax and Trade register contacts (Verohallinnolle lisätietoja tästä ilmoituksesta antaa henkilö ja/tai yritys, esim. tilitoimisto, Kauppa- tai säätiörekisterille lisätietoja tästä ilmoituksesta antaa (henkilö ja/tai yritys, esim. asiamies).

I understand the tax part, i.e. they can file tax returns on behalf of the company, but what kind of rights this gives the person for the trade register. What kind of changes can they make? And do they need permission from the chairman before making these changes. Also would the chairman be notified of these changes if they are made?

[betelgeuse]

Need some advise regarding company formation. In a process to register a limited company with 4 partners. One partner has majority shares who is also the chairman of the board, others vary from 5-20. One of the minority partners is also going to take care of accounting etc. He has been given "prokuriti" rights, and also has her name against Tax and Trade register contacts (Verohallinnolle lisätietoja tästä ilmoituksesta antaa henkilö ja/tai yritys, esim. tilitoimisto, Kauppa- tai säätiörekisterille lisätietoja tästä ilmoituksesta antaa (henkilö ja/tai yritys, esim. asiamies).

I assume you mean prokuristi.

I understand the tax part, i.e. they can file tax returns on behalf of the company, but what kind of rights this gives the person for the trade register. What kind of changes can they make?

Prokura basically means power of attorney to the recipient so they can sign the name of company in almost all matters. Some trader register updates like the composition of the board need minutes of meeting for the decision but forgery is needed to update..

And do they need permission from the chairman before making these changes.

Chairman of the board by law only has the ability to call for a meeting and issue tie braking votes. They do tend to take a bigger role but by default their power is not that different from other board members.

Also would the chairman be notified of these changes if they are made?

Unlikely. Update extracts are usually sent to the company address but the address could first be changed. If you don't trust a person, they should never have prokura. To me it seems like you don't understand what it actually is. It's not needed for accounting or tax purposes.

[daveba]

Need some advise regarding company formation. In a process to register a limited company with 4 partners. One partner has majority shares who is also the chairman of the board, others vary from 5-20. One of the minority partners is also going to take care of accounting etc. He has been given "prokuriti" rights, and also has her name against Tax and Trade register contacts (Verohallinnolle lisätietoja tästä ilmoituksesta antaa henkilö ja/tai yritys, esim. tilitoimisto, Kauppa- tai säätiörekisterille lisätietoja tästä ilmoituksesta antaa (henkilö ja/tai yritys, esim. asiamies).

I assume you mean prokuristi.

I understand the tax part, i.e. they can file tax returns on behalf of the company, but what kind of rights this gives the person for the trade register. What kind of changes can they make?

Prokura basically means power of attorney to the recipient so they can sign the name of company in almost all matters. Some trader register updates like the composition of the board need minutes of meeting for the decision but forgery is needed to update..

And do they need permission from the chairman before making these changes.

Chairman of the board by law only has the ability to call for a meeting and issue tie braking votes. They do tend to take a bigger role but by default their power is not that different from other board members.

Also would the chairman be notified of these changes if they are made?

Unlikely. Update extracts are usually sent to the company address but the address could first be changed. If you don't trust a person, they should never have prokura. To me it seems like you don't understand what it actually is. It's not needed for accounting or tax purposes.

.

[rayoflight]

Need some advise regarding company formation. In a process to register a limited company with 4 partners. One partner has majority shares who is also the chairman of the board, others vary from 5-20. One of the minority partners is also going to take care of accounting etc. He has been given "prokuriti" rights, and also has her name against Tax and Trade register contacts (Verohallinnolle lisätietoja tästä ilmoituksesta antaa henkilö ja/tai yritys, esim. tilitoimisto, Kauppa- tai säätiörekisterille lisätietoja tästä ilmoituksesta antaa (henkilö ja/tai yritys, esim. asiamies).

I assume you mean prokuristi.

I understand the tax part, i.e. they can file tax returns on behalf of the company, but what kind of rights this gives the person for the trade register. What kind of changes can they make?

Prokura basically means power of attorney to the recipient so they can sign the name of company in almost all matters. Some trader register updates like the composition of the board need minutes of meeting for the decision but forgery is needed to update..

And do they need permission from the chairman before making these changes.

Chairman of the board by law only has the ability to call for a meeting and issue tie braking votes. They do tend to take a bigger role but by default their power is not that different from other board members.

Also would the chairman be notified of these changes if they are made?

Unlikely. Update extracts are usually sent to the company address but the address could first be changed. If you don't trust a person, they should never have prokura. To me it seems like you don't understand what it actually is. It's not needed for accounting or tax purposes.

Thanks a lot for your reply. You're right, I actually don't understand it. I think I need to consult a lawyer.