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Trade Registry Setting

Original Language Title: Kaupparekisteriasetus

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Trade Registration Regulation

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Presentation of the Minister for Justice of the European Union of 2 February 1979 (129/79) Pursuant to:

ARTICLE 1 (29 MARCH 2001/289)

District Registration Office (129/1979) Shall be made using the form laid down for the purpose, as expressly provided for in the trade register and the company and the CIS (244/2001) Provides. The necessary annexes shall be attached to the notification.

ARTICLE 2 (13.2.2003/121)

The Board of Patents and Registration, hereinafter referred to as the registrant, keeps a diary of the notifications and communications received. The diary, which is public, shall be a significant business name, diary number, date of arrival, interim decisions or other interim measures as well as the date of registration.

Paragraph 2 has been repealed by A 21.5.2015/6 .

ARTICLE 3

Where the notification is made in the prescribed order and there is no other obstacle to the registration, the items indicated in the notification shall be entered in the register.

§ 4 (24.8.2006)

The particulars referred to in the initial and amending statement shall be entered in the register in the chronological order in which decisions have been taken on the entry in their register. The register shall also indicate the date of registration. The registration shall be provided so that the published information can be consulted in chronological order through the electronic platform.

§ 5

The assistance name shall be entered in the register under the name of the activity concerned, indicating the part of the activity covered by the aid name.

Prokura shall be entered in the register for the trader concerned.

On the basis of the merger notifications, the register will be entered in the register for the open company, the commandiite company, the cooperative and the limited company, for both the merging and the receiving community. (14.02.1997/157)

On the basis of the notification of the implementation of the division of the company or of the cooperative, it shall be recorded in both the division and the receiving community. (2001/1498)

ARTICLE 6

The registry authority shall keep an alphabetical index of the activities listed in the register, their language versions and the ancillary activity.

The names recorded in the register and those removed from the register shall be subject to a separate alphabetical index.

§ 7 (29 MARCH 2001/289)

Documents relating to the trader entered in the register shall be subject to a specific file, which shall be provided by the trader's company and the Community symbol. Notifications and communications are important.

§ 7a (31.10.2002/898)

If a private trader is a law on the right to pursue a business (122/1919) (2) the natural person referred to in paragraph 2 shall be accompanied by an explanation of the authorisation granted by the registry authority to carry out the activity.

§ 8

An open company's notice shall be accompanied by a company agreement in the original form. (29.04.1988/392)

Where the registration authority has issued an authorisation for the pursuit of a business as a company of an open company under Article 1 (2) of the law on the right to pursue a business, an explanation of the authorisation shall be attached to the notice of withdrawal. (31.10.2002/898)

§ 9

The withdrawal declaration of the Kommandiite company shall be accompanied by a company agreement in the original form.

Where the registration authority has issued an authorisation for the pursuit of an economic activity under Article 1 (2) of the Law on the exercise of the right to pursue a business under the responsibility of the Commandiite company, the declaration must be accompanied by a statement of Administration. (31.10.2002/898)

ARTICLE 10 (29 MARCH 2001/289)

If necessary, a statement of the association's right to pursue the trade and the election of the Chairman of the Board of Directors shall be accompanied by an explanation of the association's withdrawal. However, the extract from the association register and the statutes of the association will be automatically acquired.

ARTICLE 11 (29 MARCH 2001/289)

If necessary, the Foundation's notice shall be accompanied by an explanation of the Foundation's right to pursue its activities. However, the Ote Foundation Register and the Foundation's rules are automatically acquired.

ARTICLE 12

The withdrawal notification of the share company shall be accompanied by the original Treaty, (624/2006) Chapter 2, Article 8 (3) the declaration of the members of the Board of Directors and the Executive Director and the auditor's certificate and the auditor's statement referred to in Article 8 (4) of Chapter 2 of the Companies Act. If necessary, the notification shall be accompanied by a statement by a member of the Board of Directors and a member of the Board of Directors, an alternate member of the said institutions and a deputy director of the company and of the managing director, as well as the company's auditor, and On the election of the deputy inspector and of the granting of the right of representation. In addition, the notification shall be accompanied, where appropriate, by the (826/1991) The agreement of the central securities depository referred to in paragraph 2 for the incorporation of the company's shares into the value-share system. (24.8.2006)

Where the company order of a limited liability company is subject to confirmation by the relevant authority, the withdrawal declaration shall also be accompanied by the original or certified true copy of the decision establishing the Statutes. The insurance company shall also be accompanied by the insurance company law (1062/79), Chapter 2, Article 11 The company's government insurance and the auditor's certificate referred to in paragraph 2. (22.12.1993/1411)

If the registry authority has issued an authorisation under Article 10 (2) or Article 19 (1) of the Companies Act, the notification shall be accompanied by a statement of the authorisation. (24.8.2006)

ARTICLE 13 (2001/1498)

The declaration of the cooperative shall be accompanied by the original memorandum of incorporation and the (1488/2001) Chapter 2, Section 3, The declaration of the members of the Board of Directors and the Executive Director referred to in paragraph 2. If necessary, the notification shall be accompanied by a statement of the members of the cooperative's Board of Directors and of the member of the Board of Directors, the Deputy and the Chairperson, the Deputy Head of the cooperative and the Deputy Director of the Executive Board, as well as the statutory auditor and deputy auditor. , an explanation of the consent of the said persons and of the audit firm, with the exception of the role of the Board of Directors and the Chairman of the Board of Directors, and a description of the granting of the right to write.

Where the statutes of the cooperative are to be confirmed by the relevant authority, the withdrawal declaration shall also be accompanied by a certified copy of the decision establishing the rules in the original or officially certified copy.

If the registration authority has given the authorisation referred to in Article 5 (1) of Chapter 5 of the Cooperative Act, the notification shall be accompanied by a statement of the authorisation. (31.10.2002/898)

ARTICLE 14 (22.12.1993/1411)

The cancellation declaration of the savings bank shall be accompanied by rules of origin, an explanation of the election of the Board of Directors and the Chairperson and Deputy Chairperson of the Board of Directors and, where appropriate, of the right of writing.

The notification shall be accompanied by the savings bank Act (1270/90) Government insurance referred to in paragraph 2.

§ 15

In addition to the opinion of the Association of Hypotheists, the law on mortgage associations (936/78) § 10 Shall be accompanied by an explanation of the election of the Board of Directors, the Chairman of the Board of Directors and the Vice-President and, where appropriate, a statement of the right to write.

ARTICLE 16 (22.12.1993/1411)

The declaration of origin shall be accompanied by a copy of the original, a separate copy of the order of association, a certified copy of the minutes of the constituent meeting and, where appropriate, a statement by the Board of Directors and the Management Board The election of a member and the President and of the Executive Director as well as the right of writing of the trade name.

The notification shall also be accompanied by the original or officially certified true copy of the decision establishing the association order and the (1250/87) Article 10 of Chapter 2 A declaration from the Board of Directors referred to in paragraph 2.

Article 16a (22.12.1994/1370)

The notice of withdrawal of the association shall be accompanied by a copy of the statutes of the association, a separate copy of the rules, an explanation of the election of the government and the host and, where appropriate, of the right to write, a statement The association of the association and the property of the association and its inhabitants.

§ 17 (22.12.1994/1370)

The notice of withdrawal of the European Economic Interest Grouping shall be accompanied by the Treaty as original.

The notice of withdrawal from the registered office in Finland shall be accompanied by an explanation of the establishment of a representative within the meaning of Article 6 (3) of the Law on the exercise of the business. The file shall be accompanied by a translation into Finnish or Swedish versions of the documents in the register of the EElG.

ARTICLE 18 (22.12.1993/1411)

The withdrawal of the foreign trader's branch shall be accompanied by an explanation of the establishment of a branch, the establishment of a representative within the meaning of Article 6 (3) of the law on the right to practise, the trader, As a statutory body, or as a member of such a body, of eligible persons, the administration of the right of writing and the way in which the business name is written. In addition, the notification shall be accompanied by an extract from the register to which the foreign trader is registered in his home country, or any other explanation of the existence of the trader, as well as a copy of the Finnish or Swedish version or a legally valid translation. The business charter, articles of association, rules or other similar documents. (12.1.1996/19)

If a foreign trader is a foreign entity or foundation within the meaning of Article 1 (2) of the law on the right to pursue a business, a declaration must be accompanied by an explanation of the fact that the Authorisation to carry out the activity. (31.10.2002/898)

§ 19

According to Article 14 of the Commercial Register Act, the notification must be clearly stated in the notification, accompanied by a certified copy of the decision on which the change is based. As regards the annexes attached to the notice of withdrawal, the annexes to the notification shall apply mutatis mutandis.

Where the decision is to be confirmed or approved by the Authority, the decision to confirm the change shall be accompanied by a decision to confirm the certificate of origin or a certified true copy.

Paragraph 3 has been repealed by A 29.3.2001/289 .

§ 19a (28.12.2006)

In the context of the electronic notification procedure, the status of the original documents provided for in this Regulation shall be accompanied by a scanned image or a document signed by electronic means.

§ 20

Unless otherwise provided for in the Companies Act, the notification to the registration authority of companies as provided for in the rules on the merger of the Shareholder Act shall be made by common notice of the host and each merging company. (14.02.1997/157)

If the merger following the registration of the draft terms of merger will lapse, the company will have to file a complaint with the merging company. (2001/1498)

In the context of the merger, the notification of a change to the receiving company or the notification of the new company to be set up must be accompanied by a notification of the implementation of the merger. (2001/1498)

§ 20a (30.9.2004)

The notification and notification of a European company shall apply mutatis mutandis, as provided for in this Regulation, for the registration of the share company's initial and alteration, unless the European Company Law (1742/2004) Or otherwise provided for in this Regulation. The notification shall also be accompanied by a report to Council Regulation (EC) No 2157/2001 on the other European Company Statute (SE), hereinafter referred to as: European company statute On the basis of a condition relating to the registration of a European Company.

On the basis of Articles 6 and 13 of the European Companies Act and Article 32 (2), Article 37 (4) and Article 66 (3) of the European Company Statute, a plan for the establishment or amendment of a Community form shall be attached. Article 6 of the Statute of the European Companies Act and Article 33 (3) of the Statute of the European Company Statute shall indicate the number of shares offered to the company to be set up for each of the companies set up for the establishment of a European company; and The total number of votes per share frequency.

If a European company is created by an absorption capacity in such a way that the acquiring company registered in another State is to be converted into a European company registered in Finland, the notification of the registration of the merger must be accompanied by a statement in the second The capital of the company registered in the European Economic Area and, where the share capital is increased, the declaration of the members of the Board of Directors and the Executive Director referred to in Article 4 (4) of Chapter 11 of the Companies Act. The same applies to the announcement of the transfer of the seat of the European Company to Finland. (24.8.2006)

Paragraph 4 is repealed by A 19.10.2006/914 .

Article 20b (19.10.2006)

The notification and notification of an amendment to the European Cooperative Society shall apply mutatis mutandis, as provided for in this Regulation, for the declaration of fundamental and alteration of the cooperative, unless the European Cooperative Society (186/2006) Or otherwise provided for in this Regulation. The notification shall also be accompanied by a statement on the condition for registration of a European Cooperative Society pursuant to Council Regulation (EC) No 1435/2003 of the European Cooperative Society (SCE), hereinafter referred to as the European Cooperative Society Regulation.

Article 35 (3) and Article 76 (3) of the European Cooperative Regulation shall be accompanied by a plan to amend the Community form.

Article 20c (28.12.2007)

In the absence of documents and studies to be annexed to the notification or application for a cross-border merger or division or to the creation or transfer of a European cooperative or a European cooperative society Drawn up in Finnish or Swedish, the notification and application shall also be accompanied by a language law (423/2003) (1) the official translation of a document or report drawn up in another language. The Government of Patents and Registration may, upon application by an obligation to notify, give consent to the issue of documents and reports in another language.

Article 20d (28.12.2007)

If the implementation of a cross-border merger or division is registered in Finland, the implementing declaration shall be accompanied by an explanation of the participation in the merger or division, as mentioned in this Regulation Foreign entities have accepted the rights of the shareholders of a Finnish limited company which opposed the merger or division of shareholders or the members of the Finnish Cooperative Society and other rightholders, or the right to To redemption. The notification shall also be accompanied by a statement that the rules governing the representation of the staff are defined in the (725/1990) In accordance with

Where implementation of a cross-border merger or division is registered in another country, the application for an application for enforcement of a merger or division shall be accompanied by an explanation of the fact that: Foreign entities participating in a merger or division have accepted the redemption or refund rights referred to in paragraph 1. The application shall also be accompanied by a report on the organisation of staff participation in the host international community.

ARTICLE 21 (2001/1498)

The registrations of cooperatives and limited liability companies, as provided for in the provisions on the merger of the cooperative law, shall be made by common notice of the host and each merging entity, unless otherwise provided for in the cooperative.

In the case of a merger, the notification of a change to the host cooperative or the notification of a new cooperative to be created shall be accompanied by a notification of the implementation of the merger.

§ 21a (12.1.1996/19)

The declaration on the registration of the financial statements of a foreign trader or a branch of the branch shall be accompanied by a copy of a Finnish or Swedish copy or a legally valid translation of the financial statements, The activity report and the audit report, as well as an indication of the date of completion, approval or equivalent of the financial statements.

The Government of Patents and Registration may, on application of the notification obligation, issue the documents and reports referred to in paragraph 1 in any other language.

Notifications within the meaning of Article 18 (5) of the Business Registration Act relating to a foreign trader based on a foreign trader shall be accompanied by an appropriate explanation as to the amount of the patent and registration system.

§ 22

Article 19, as provided for in Article 19, and the report accompanying it, shall apply mutatis mutandis to other notices to the trade register authority.

ARTICLE 23 (22.12.1993/1411)

The declaration of settlement or performance shall indicate the statement or performance of the identity of the persons selected or assigned. It shall also be mentioned who or who writes during the liquidation or settlement of the activity.

§ 24 (22.12.1993/1411)

The declaration of prokura shall indicate the identity of the prostrangled person and whether it is written by the pharmacist alone or with someone else. The notification shall be accompanied by a statement of the prose. (31.10.2002/898)

The statement of the representative referred to in Article 6 (3) of the Law on the exercise of the right to a life shall state the identity of the representative. The notification shall be accompanied by an explanation of the election of the representative.

The notification of authorisation for a licence dependent on authorisation shall be accompanied by a statement of the authorisation.

ARTICLE 25

In addition to what has been said, the registry authority shall have the right to require the notifier to provide further information on the legality of the declaration or the correctness of the declaration.

§ 26 (13.2.2003/121)

Paragraph 26 has been repealed by A 13.2.2003/121 .

§ 27 (29 MARCH 2001/289)

Paragraph 27 has been repealed by A 29.3.2001/289 .

ARTICLE 28 (21/05/2015)

Paragraph 28 has been repealed by A 21.5.2015/6 .

§ 29 (22.12.1993/1411)

The registration authority shall issue certificates and extracts from the trade register and copies of the documents relating to it. Copies of the documents of a limited liability company held by the registry authority shall be issued in electronic form upon request. In the case of transmission of a document to the registration authority or the local authority by the date of submission of a request for a copy of the document, it shall not be required to provide electronic means. (21/05/2015)

The registry authority may disclose information on the entries made on the trade register and on the documents in its possession, including in writing, by means of a technical service, or in any other machine-readable form.

The document produced by means of automated data processing in the commercial register can be signed mechanically. This must be stated in the document.

ARTICLE 30 (29 MARCH 2001/289)

Paragraph 30 has been repealed by A 29.3.2001/289 .

ARTICLE 31

This Regulation shall enter into force on 1 March 1979.

This Regulation repeals the declaration of 19 March 1896 of 19 March 1896 on the keeping of the trade register and the lists of notifications thereto.

Before the entry into force of the Regulation, measures may be taken to implement it.

ARTICLE 32

In addition to the explanations referred to in Article 12, prior to 1 January 1980, the company's withdrawal notification shall be accompanied by explanatory notes in accordance with the provisions in force prior to the trade register, as well as the activity and procura Of the law repealing the regulation (131/79) And the entry into force of this Regulation, taking into account, however, the provisions of the Act concerning the entry into force of the Companies Act (735/78) Article 3 Is provided for.

Entry into force and application of amending acts:

4.12.1981/835

This Regulation shall enter into force on 1 March 1982.

Before the entry into force of this Regulation, measures may be adopted for the implementation of the Regulation.

3 DECEMBER 1982/899:

This Regulation shall enter into force on 1 January 1983.

29.4.1988/392:

This Regulation shall enter into force on 1 January 1989.

22.12.1989/1243:

This Regulation shall enter into force on 1 January 1990.

9.3.1990/234:

This Regulation shall enter into force on 1 April 1990.

This Regulation shall apply to the notifications made after the entry into force of this Regulation.

22.12.1993/1411:

This Regulation shall enter into force on 1 January 1994, while Article 2 (2) and Article 27 of the Regulation shall enter into force on 1 July 1994.

Annex XXII to the EEA Agreement: Council Directive (89/666/EEC)

22.12.1994/1370:

Article 17 of this Regulation shall enter into force on 1 January 1995 and Article 16a of 1 March 1995.

12.1.1996/19:

This Regulation shall enter into force on 1 February 1996.

14.2.1997/157:

This Regulation shall enter into force on 1 September 1997.

29.3.2001/28:

This Regulation shall enter into force on 1 April 2001.

28.12.2001/1498:

This Regulation shall enter into force on 1 January 2002.

31.10.2002/898:

This Regulation shall enter into force on 1 January 2003.

13.2.2003/121:

This Regulation shall enter into force on 1 March 2003.

30.9.2004:

This Regulation shall enter into force on 8 October 2004.

Council Regulation (EC) No 2157/2001 (32001R2157); OJ L 294, 8.10.2001, p. 1

24.8.2006/748:

This Regulation shall enter into force on 1 September 2006.

Directive 2003 /58/EC of the European Parliament and of the Council (32003L0058); OJ No 221, 4.9.2003, p. 13

19 OCTOBER 2006/914:

This Regulation shall enter into force on 1 November 2006.

Council Regulation (EC) No 1435/2003 (32003R1435); OJ L 207, 18.8.2003, p. 1

28.12.2006/1439:

This Regulation shall enter into force on 31 December 2006.

Directive 2003 /58/EC of the European Parliament and of the Council (32003L0058); OJ No 221, 4.9.2003, p. 13

28.12.2007/1430:

This Regulation shall enter into force on 31 December 2007.

Directive 2005 /56/EC of the European Parliament and of the Council; OJ L 310, 12.7.2005, p. 1 TO 9

21/05/2013

This Regulation shall enter into force on 1 September 2015.

Before the entry into force of this Regulation, a notification or document lodged with the local authority is submitted to the Patents and Registration Board.