The Law Of The Open Company And Limited Partnership Company

Original Language Title: Laki avoimesta yhtiöstä ja kommandiittiyhtiöstä

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Read the untranslated law here: http://www.finlex.fi/fi/laki/ajantasa/1988/19880389

In accordance with the decision of the Parliament, provides for: the scope of application of the provisions of section 1 of Chapter 1 of the General provisions of this law shall apply, unless otherwise provided in any other Act, when two or more of the follow on the basis of the agreement, together with the business in order to achieve a common economic purpose. The parties to the agreement (company) are responsible for such for the obligations of the company to the full as on its own debt. The agreement may, however, be of one or more of a company man, but not all, of the responsibility for the obligations of the company to limit the amount of assets represented by the contribution agreement.
Open the company to apply, the provisions concerning the liability of the company men is not limited.
The provisions shall apply to a limited partnership with a company, when responsibility for the obligations of the company within the meaning of subparagraph (1) is limited.

section 2 of the company's birth, and registering a partnership and limited partnership arising from the agreement (General Agreement). The notification of the company in the commercial register is provided for in the trade register Act (129/79) and the name of the corporate law (128/79).

section 3 of the legal capacity of partnership and limited partnership to acquire rights and enter into commitments as well as to engage in legal proceedings before the courts and other authorities.

Article 4 of the articles of agreement of the shareholders ' agreement the change is valid only if all company men are a change in the agreement.
The company contribution to the supply of all or part of the company, without the impact of the company unless otherwise agreed by all the men enter, stating his or her consent.
The provisions of this article shall apply, unless otherwise provided by contract.

section 5: the right place for this provision and unless otherwise agreed, the company or the company's explanation of the relationship, or the Division of property arising out of the application shall be in the Court, which by law has the power to investigate against the company driven to action. The same court can also take civil action within the meaning of this Act. The application for the imposition of the liquidator of the company has always said in court.
Chapter 2 the relationship between the open's 1 section I want the mutual rights and obligations of the quorum shall be governed primarily by the company men according to the agreement, and, in so far as there is no agreed upon, shall apply the provisions of this chapter.
The company man, according to the article 15 and 16 of the rights does not, however, be limited.

§ 2 the company's management, the company has the right to manage the company's Affairs without the involvement of the second man. The company man is not allowed to get another place for the job.
In the company covered by the purpose of the measure is not allowed to take or go without the consent of all of the company men.
When more than one is required for the measure, according to the agreement, the company man's consent, but one of them has an illness or absence of the consent of the general partner, be unable to attend, however, perform an action, if it is an emergency and the company's right to fight against the threat of injury, or to protect the company.

the prohibition of article 3 of the law, the company has the right to ban any individual measure from the second man.
The company man is not, however, the ban on the law, according to the shareholders ' agreement, if he or she does not have the right to manage the company's Affairs in accordance with the shareholders ' agreement, or if the measure is taken in a general meeting.

section 4 of the ceo of the company men can agree that one of them, or someone external to the operating company of the Managing Director, responsible for the company's day-to-day management.
Everyone in the company of a man, with the right to manage the company's Affairs, the Executive Director may at any time release the outside of this task. The role of the President and ceo of the company man's release and his who resigns shall set out in article 5.

section 5: special task termination the company the man for whom the company is entrusted to the management of all or some of the company's Affairs by a unanimous decision of the other company, to be a compelling reason to release men for this task.
The company, which has been entrusted to a task as referred to in sub-section 1, can be a compelling reason to give it up, unless a waiver is not the point of view of the other company men.

section 6 of the Company's contribution to the company, the company shall be carried out in the company of the contribution agreement. Maksamattomalle rahamääräiselle interest on late payment is due to the interest of the company to participate in the Act (633/82).

the replacement of section 7 of the Expenditure, the company has the right to recover from the company the company's Affairs or the company's debt to him, caused by the cost.
The company has the right to receive in respect of the interest rate referred to in paragraph 1 the first subparagraph of article 3(2) of the law, from the date on which the balance was born, and the day on which the company has interest according to the law, the right to interest on account of late payment.

section 8 's right to remuneration the company has the right to receive reasonable consideration for the work he has done for the company, as well as the discharge of their duties in the administration of the company, even if it is not agreed upon, unless the circumstances show that the work was intended to be run free of charge, or tasks.
The company of a man, that a consideration referred to in subparagraph (1) would like to raise an action, is to be put into action within one year of the end of the period in which the work or activity was carried out.

under section 9 of the profit and loss sharing of net profit of the company is carried out to a man first share, which corresponds to the interest rates in accordance with the first subparagraph of article 3(2) of the interest rate on her at the beginning of the financial year to be imposed on the remaining from its contribution. If the profit is not enough for the full run of the shares shall be divided in proportion to the amount of profit ' stakes.
Since then, the company has carried out in accordance with paragraph 1, for men, the proportion of the profits will be divided among the rest of the profits of the company men. The loss will be shared among the company of men. If exactly one allocation is unreasonable, the distributions can be configured.
If the company is either a profit or a loss sharing agreement laying down a base, it is this criterion to be applied, as well as the distribution of the loss of profit.
The company has the right to raise when preparing the financial statements, the profit-share, in so far as it is not needed for his contribution to the fulfilment of the agreed company shortfall. The contribution shall be deducted from the company loss.

the requirement of section 10 of the presentation of the Company to the second man, the man does not have the right to apply to the second company man, the requirement referred to in article 7, in accordance with article 8 of the claim, or section 9 of the profit-participation before the dissolution of the company or the company following the resignation of the man in the company.

section 11 of the non-compete with the company's general partner may not engage in competitive activities, unless the others company men agree.

Article 12 liability the company man and Chief Executive Officer is obliged to compensate the damage which he has caused intentionally or through negligence to the company in this position.
The distribution of the mediation and compensation liability between two or more korvausvelvollisen is valid, what are the damages Act (412/74) in Chapter 2 and 6.

Article 13 of the Fund's legal action for damages in their own names but on behalf of the company to lift Each man can bring to the company's other injury within the meaning of article 12 of the civil action against the company or the Executive Director. The claim must be given an opportunity to be heard by the other partners.
The action pushed the company man is responsible for costs. He is, however, entitled to receive from the company to the extent of the compensation of the company for the right to visit any resources to it.

the exercise of rights of appeal under section 14 of the obsolescence of the action brought against the company or the Executive Director as referred to in article 12 of the replacement of the damage is more than one year after the end of the period in which the performance of the decision or measure was carried out.
Notwithstanding the provisions of paragraph 1, may be brought according to the raise later on, if a company man is not, within the time allowed for the preparation of the financial statements have been essentially correct and sufficient information on the performance of the decision or measure. The action does not, however, be able to lift it after three years have passed since the end of the financial year.
What's the purpose of this section is provided, does not apply to crimes, based on the obligation to compensate for the damage.

section 15 of the audit law, the company has the right to inspect the accounts of the company and to obtain information on the activities of the company.
The company may use the assistants records when checking. Others may prohibit the use of the Assistant, if the Assistant is not an accountant. The assistants ' professional secrecy is valid, what the law of the Court of Auditors, Auditor (1141/2015), Chapter 4, section 8. (18.9.2015/12)
L:lla 1207/2015 modified 2 shall enter into force on the 1.1.2016. The previous wording: Company man may use the assistants records when checking. Others may prohibit the use of the Assistant, if the Assistant is not an accountant. The assistants ' professional secrecy is valid, what the auditor the Audit Act (459/2007) 26. (13 April 2007/464)
The inspection shall not cause unreasonable inconvenience to the operation of the company.

section 16 of the calumnies of the financial statements the financial statements of a company man wants to criticize, he must appeal against the men of other company within a year of the end of the financial year.
If the financial statements of conformity has not been drawn up within the time allowed, to bring an action within one year of its establishment.
Chapter 3 section 1 of the Open representing the company's representation rights


Every company has the right to represent the company and to write its name in the matters falling within the competence of the company.
The right to the name of the representation of the company and the writing can be company men's agreement to limit in such a way that the right to be removed from one or more of the company of a man, or in such a way that it is two or more of a company man in one. Constraint may be prior to the date on which the registration in the commercial register have talked, only as against third parties who knew of the restriction.
Other than the above mentioned representation and the right to write access restriction can be relied on as against third parties who only knew of the restriction.

section 2 of the representation rights of the President and ceo the President and ceo, who is not a company man, has the right to represent the company in such a case, Chapter 2, section 4, subsection 1, is part of his duties.

section 3 of the Prokuran provide all partners with Prokuratoria.
Each company man who is alone or in combination with another company with a man the right to manage the company's Affairs, may, on its own, unless otherwise agreed, cancel the prokuran.

section 4 of the information communicated to the company shall be deemed to be notification of the Challenge and the rest of the company's knowledge, as it has been communicated to the Executive Director of the company, or prokuristille.
Chapter 4 liability of the company under section 1 of the man's debt Debt responsibility to start and end the company man is Chapter 1 in the manner described in article 1 shall also be responsible for the obligations that the company had on his accession.
The company man is responsible for the obligation of the company which has arisen since the resignation, unless the creditor did not know that the company man was divorced from the company before the emergence of the obligation.
However, it is not responsible for the obligations of the company man, born after his resignation, the company is registered in the commercial register and announced.

section 2 of the bankruptcy the Debt liability of the company if the company is declared bankrupt, the company's assets will be handed over to the open man can be as soon as the demand for the payment of the debt the company erääntymättömän.

section 3 of the bankruptcy of the company man's bankruptcy may be based on the company's debt in respect of the company's liabilities belonging to dividend only for the portion of the claim, which could not get recovered from the company.
Chapter 5, section 1 of the open winding winding-up the company man has the right to demand the dissolution of the company, when: 1) he is denounced by the company, and the notice period has elapsed, or when the agreed period has expired the company;
2) another company man of the bankruptcy or his company stake to meted out;
3) another company man is dead and there is no agreed upon the continuation of the company's activities or to fit in spite of this; the conditions for the continuation of the company's activities or 4) are on the ground referred to in section 5 of the lapsed.
In addition to what is provided for in subparagraph (1), will receive the Fund's bankruptcy or his share of the result of the bankrupt estate and ulosmitatun share of foreclosures forced the auction bought a request the company's dissolution. After the death of the company man has the same right to the continuation of the activities of the company, unless the kuolinpesällä fit.
After the dissolution of the company, the claim is made, the company can agree on the way the company is being phased out. Such an agreement does not, however, be made in the case referred to in paragraph 1, without the consent of the bankruptcy, ulosmittausvelkojan or pakkohuutokauppaostajan and the case referred to in paragraph 3 without the consent of the estate.
If men do not fit on the way a company being wound up, the company has to be clarified, as provided for in this chapter.

section 2 of the articles of termination If the company agreement is in force for the time being, each company has the right to terminate the agreement at any time by giving written notice to the other partners. The notice period is six months, unless otherwise agreed.
If the company's operations will continue in spite of the end of the period agreed in the contract, the company, the company shall be considered as a general agreement after an indefinite period of time.
What is laid down in paragraph 1, shall apply to the Fund's life, or more than 10 years, building the company to take the company to the contract, when a man is ten years. The agreement, which limits the rights referred to in this paragraph, the company man to terminate the contract, the company is inefficient.

section 3 of the bankruptcy and the company's share of the debt If the company man has been declared bankrupt or his company stake is were confiscated but the company is not in liquidation, the debtor company to manage the company's Affairs and to represent it in relations with the only other company in addition to the men and the company man is subject to acceptance by the estate in bankruptcy.
If the company is a result of the bankruptcy liquidation, the company man, the administration of the bankrupt estate of the debtor company's report, as well as the distribution of the property represents.
If the company accounts for the notification, the debtor may be subject to acceptance by the company share in the redemption of the only ulosmittausvelkojan to agree, and Division of property. When the company is in liquidation, the liquidator shall have the right to apply for the imposition of a ulosmittausvelkojalla, as well as an action for a final settlement and criticize the Division of the property.

section 4 representation of the estate of a man of the company If the company man's kuolinpesällä is not pesänselvittäjää, it has to designate a partner's estate or any other person to represent it in the company's statement. If the name of such a representative, the company at the request of the estate of a man can claim the article 17 of the Code referred to in Chapter 10, the Court referred to the imposition of a trustee to represent the succession issue in the company. (13 March 2009/143)
Representative of the estate of the company-in the same capacity as the company man. Another representative of the estate as a pesänselvittäjällä, however, is not the right to agree on the allocation of the company's assets and estates of redemption.

in terms of the conditions of article 5 of the articles of dissolution, the company has under section 1, referred to in paragraph 4 shall be entitled to demand the dissolution of the company, if the second company man essentially violates the obligations of the company and the relationship or constantly use their position in the company against the interests of the company or, if the continued operation of the company is to be regarded as unfair if the company man's point of view, taking into account the State of health of his or another's, economic position or any other similar circumstance in terms of the changes that have occurred or the company's other operating conditions are essential.

section 6 of the Company rather than the company's share of the redemption of the unloading can be redeemed for it's company share, in respect of which there is a section as referred to in sub-section 1 of the landing. Decision on the redemption of the company's other men to be taken unanimously.
The redemption amount will be determined by what the company man would come to, if the company's assets would be divided by the second paragraph of article 2 of Chapter 6 of the law provides. The value of the company's business is in this case, to take into account the company's resources. It is also, if required, provide a guarantee in the event that the company's liabilities are greater than those of the redemption of the beneficiary at the time of redemption, in the allocation of the company most likely would be in him.
When the decision on the redemption, the redemption of the beneficiary shall have been shown to the redemption of the offer, which must also be indicated on the impact of the failure to reply. Subject to the receipt of the redemption of the recipient within 14 days of the date of the tender offer statement, the offer to his report which shall be deemed to have agreed to it in any way shall be presented within the same period to redemption. redemption claims to the security referred to in paragraph 2 of the tarjonneelle, that the right of access to the security is lost. The security shall be given for the redemption shall be carried out and the redemption of the beneficiary within 30 days of the acceptance of the right of redemption, or lapses.
What's the purpose of this section is provided, shall apply, unless otherwise provided by contract.

section 7 of the Payment disputes if the redemption offer has been rejected, but still wants to claim a share of the company for the redemption provided, he shall, unless otherwise agreed by the company men have agreed on the procedure, within 30 days of the rejection of the bid deposit offered redemption with the ulosotonhaltijan in the order in which it is specified, as well as the rejection of the offer may, within 60 days of the issue of the right of redemption of the offer to the court action against, or right of redemption. In this case the Court of Justice, unless in the event of redemption offered was not enough, the amount of the redemption request be redemption and other conditions.

section 8 (20 February 2004/141) from the company's bankruptcy If an asset has been disposed of at the end of the bankruptcy, the bankruptcy and property is left, the company has worked out as provided for in this chapter. If the property is not the end of the bankruptcy of the left, is the company discharged when the bankrupt has been approved the final settlement. The administrator shall immediately be made to the company's announcement of the reversal of the legal Register Centre, from which data is passed to the Registrar in the register.

the company shall be deemed to be dissolved under section 9, a single-member company, if the company the number of men has decreased by one and at least two years after the No.
The trade register provides an outlet for the notification, Chapter 6, section 5.

section 10 of the liquidators of the company, unless the company's explanation of the officers of the company in question when the request is made after the dismantling of the otherwise agreed or otherwise provided for below. Under guardianship or in bankruptcy proceedings, there can be an explanation. The company, which accounts for the notification, may be the statement of a man only if the other partners agree. The company may use the agent represented by the company's statement.

Administrators manage the company's Affairs and to represent the company jointly during the liquidation, unless otherwise agreed by the company men. What are the 2 of article 2 of Chapter 3 is on the right of the company to perform an emergency measure of a man, is similarly applicable to the man. The representation of the distribution of powers is to be followed, in section 1 of Chapter 3.

Article 11 of the Court-ordered the liquidator If the company has to be clarified, the Court shall, on application by the liquidator, the company man to provide for the company. The application can also be made from the other, which has the right to demand the dissolution of the company, as well as the ulosmittausvelkoja.
When the extent of the company's quality or, or for any other special reason is necessary, may be issued a number of liquidators. The Court has the power to split the company's management in their keskensä, and at the same time lay down the criteria for the Division of administration. The company man may provide an explanation, if section 10 (1) of the article.
The Court may, on an application to cancel the decision of the liquidator or to change it.
Before the Court of Justice referred to in this article must be reserved for a legitimate application, which does not have United, given an opportunity to be heard. The decision issued by the Court under this section will appeal immediately to follow.

Article 12 of the interim rule, the Court, the judge or the District of the presiding judge may order provisional liquidator of the company man, if an applicant submits the likely justification for the imposition of a liquidator is necessary in order to safeguard his rights. The temporary order is in effect until the Court has ruled on the application, or that a court or the issuing is withdrawn. The temporary order shall not be subject to appeal.

section 13 of the liquidator by court-approved premium has the right to receive the company's assets, as well as the company's quality and scope of the work required in relation to fair remuneration for the execution of the task, as well as replacement costs.
The Court may, for special reasons, order that the premium and the compensation corresponds to the final, which is applied to the liquidator, or the company of a man, to which the landing ground.

Article 14 of the Decision on the continuation of the activities of the company men may decide the termination of the liquidation and the extension of the company's activities. If only part of the activities of the company, the company of the men wishes to continue to work together, they have the right to redeem the shares of the company, the company of other men. Article 6 shall apply to the redemption of 2-(4) and article 7 of the code.
If the men are not suitable of the continuation of the operations of the company shall have the right to continue as the company men's group, where they will have the most. If these groups are equal, or if several company men want to continue the company's business on its own, settled on the privilege of drawing of lots.

Article 15 of the liquidation the liquidator must apply for a public challenge to the company's creditors.
The study will seek to sell the company's assets in such a way that the company's business activity can continue. If this is not a reasonable price possible, will be necessary for the purpose of the survey the number of the company's assets as soon as possible to cash in. The company's business activity may continue to apply only to the extent of the company's appropriate and within a reasonable time to find a new reserve for the company's employees as necessary.
The company's known debts have to be paid or the funds set aside for this purpose before the allocation of the company's assets.
The provisions of this article is to be followed, unless the company men.

section 16 of the final settlement If all partners are not clearing the men, will be a statement of completion of the tasks as soon as possible to give the men a final settlement be accountable by drawing up a report on the procedure for the entire report. The report shall be accompanied by the documents relating to the accounts for the entire period of the liquidation. The report, including its annexes, shall be provided for each company.
The liquidator on the obligation of compensation is accordingly valid for, what, Chapter 2, section 12 to 14 is provided. If the company chide the rest of the Bill, a man wants his is a statement against the men within one year of the liquidation report is delivered to them.

section 17 of the dissolution of the company, after the outbreak of the second report If new funds or an action is brought against the company, or otherwise needed for investigation upon receipt of this information, the liquidator shall inform the company of men. The second statement is, mutatis mutandis, apply, the provisions of this law is provided for by the company.

section 18 of the Registry-notice to the liquidator shall, without delay, notify the company's liquidation, liquidation and winding-up of an end to the trade register.
Chapter 6 section 1 of the Open Division of the delivery of the company's property Division after chapter 5, paragraph 16 of the final settlement is presented to the company for men or to the company's statement is finished, it is the company's property, unless otherwise agreed.

the distribution key for the article 2 of the company's assets is to be used for the allocation of the remaining inputs, the company primarily in the return of the men. If the property is not enough for the full return of contributions, will be distributed in proportion to the amount of the fixed assets input. If the surplus remains, it shall be allocated to the criteria to be applied in the allocation of the company's profit.
If the company's assets is not enough to run all of its liabilities, the shortfall shall be distributed according to the criteria of the company men, to be applied in the allocation of the company's losses.
What's the purpose of this section is provided, shall apply, unless otherwise provided by contract.

Division 3 of the editors, and the Division of the book Division of the company's assets provide the company the men or the liquidator, if the Court is of a company for the purpose of the survey. When the company men do not fit into the company's property and it is not for the Court-ordered liquidation is not, the Court must order the liquidator to submit to the Division of an application, in which case it is, mutatis mutandis, to comply with what is provided for in Chapter 5 of the statement of a man.
The right to agree on the distribution of the assets of the company, when the company man, the company accounts for the notification, he or she has been declared bankrupt or is he is dead, is provided in Chapter 5, section 3 and section 4.
By the Court of Justice of the liquidator shall be delivered to the distribution share. The company is a division of the book Division of men from communicating to be drawn up, if the company so requires.

section 4 of the grumbling about the Division of the company of a man, who wants to blame the Division provided by the Court by the liquidator, shall be increased to the action against the other men, within a period of six months, when the Division of the book was notified to the company, or if the chapter 5, section 16 of the final settlement referred to in paragraph 2, the criticism of time is left for more than six months, without prejudice to the time limit.

section 5 of the notice after the company's assets have been distributed or otherwise, shall be deemed to be dissolved as a company, is a company man or by the liquidator to the Court without delay to make a statement the reversal in the trade register.
Chapter 7 section 1 of the partners of a limited partnership with the company for the purposes of this law the silent company of a limited partnership with a company man, the man responsible for the obligations of the company is limited to 1 within the meaning of article 1 of the chapter. Responsibility for twelve months in the company of the man means a limited partnership company other company man.

the provisions applicable to section 2 of the limited partnerships in the company and the staff regulations of officials of the company, shall apply to the open of the company and the company of men is, unless provided for in Chapter 2 to 6 below.
What this chapter 3, 4, 8 and 9 of section is provided, shall apply, unless otherwise provided by contract.

section 3 of the Administrative delegation on silent company officer does not have the right to manage the company's Affairs and the ban.
Silent mode, the company man, who has been the company's ceo, President and ceo of the management delegation is the same as, which is not a company man. Silent partner may differ from and may be exempt from this, as well as any other specific function will be continued in the same way as an outsider.
The Fund's Executive Director, as well as any other specific function will be continued the task of liberalisation does not require the consent of the silent partnership of the company man.

section 4 of the profit and loss sharing in the profits of the company for a man to run Muted interest rates in accordance with the first subparagraph of article 3(2) of the interest at the beginning of the period corresponding to the paid of contribution. After this, the rest of the profits of the company shall be allocated responsibilities for men. If the profit is not enough for the voiceless of the profit sharing to full execution, distributed profit to their keskensä at the beginning of the financial year in relation to the contributions which have been paid.
Limited partnership loss is shared responsibility between men of the company.

Article 5 of the company's representation in silent mode, without the authorization of the company he does not have the right to represent the company and does not have a candidate to receive service of summons, or assigned to any other company.
Prokuran does not require the consent of the silent partnership of the company man.

section 6 of the debt liability of the silent partnership's silent partner to fill in Chapter 1, section 1: run the agreed debt responsibility referred to in company contributions to the vähentämättömänä company.
The reduction in the contribution of the silent partner's agreement will have no effect in relation to the debts with the company, which is taking legal action to reduce the contributions, if the contribution is not known for the reduction had not been entered into the trade register and announced.

section 7 of the


The financial statements of the company, Chapter 2, section 16 of the grumbling about the limited partnership: the meaning of the action shall be brought only against the company and without prejudice to the liability under section for the period shall be calculated from the beginning of the silent partnership of the company with regard to the man when he received the annual accounts data.

section 8 of the silent partner and the dismantling of the silent partnership of the company's share of the foreclosures, bankruptcy or death as a result, the company may not be required by the company, but in other areas of the company men have the right to claim his share. If the estate of the bankrupt, or it is required by ulosmittausvelkoja, the company's share is redeemed. Lunastuksena have to give it what a man would have been, if muted, the company of the company's assets would be divided, as provided for in article 9.
When the limited partnership, the company is in liquidation, the silent partner works as a settlement only if the company men that are agreed on, or is this post.
For the purposes of Chapter 5, section 14, subsection 2, shall not be taken into account in the company of men, the silent, except when the liability of the company men's groups are equal.

section 9 of the distribution key to be used for the allocation of a limited partnership with a company's assets is primarily the return of the silent partnership contributions paid in the company of men. The remainder of the company's assets will be distributed to subordinates subject to the responsibility of the company. If the property is not enough for the full return of the silent partnership contributions, the company men, divided the property in proportion to the amount of the contributions paid to their keskensä.
If the company's assets is not enough to run all of its liabilities, the deficit shall be distributed among the men of the company of responsibility.
change the shape of the NUMBER 8 of the Company and change of the company merger, section 1 of the companies Open a limited partnership company partners in a limited partnership, if it becomes a silent partner or if someone's liability to the amount of the contribution agreement proposed be limited to assets.
If the liability will silent company man, he shall be responsible for the obligations of the company, who were born before the publication of the registration in the commercial register is the restriction of liability, such as liability. After the change arising from the obligations of the company, he shall, however, only to the creditor, who did not know of the change.

section 2 of the limited partnership, the limited partnership in the company's change to an open company turns into an open company, if the company contracts are amended in such a way that the company remains silent partners in the company of men. If a silent partner in this case, continue with the company, he is responsible for the company's obligations as specified in section 1 of Chapter 4 is.

Amendment of section 3 of the public limited company partnership and limited partnership can be changed into a public limited company. The decision shall be taken in the order in which the articles of the agreement.
In the context of the decision on the amendment of the company must be approved by the companies Act (624/2006) drawn up in accordance with the articles of Association. (21 July 2006/626)
The decision on the amendment of the general shape is to draw up the document, which is to be taken or be accompanied by the articles of Association, and specifying all of the shareholders, as well as for each of the shares in the future. The company's financial year shall be mentioned in the document, or it shall order the articles of Association. The document must be dated, as well as in an open company company company subject to the responsibility of a limited partnership with a company of men and men's sign. (21 July 2006/626)
The share in the share capital of the company and of the document to be given to the resolution shall apply to the stock of the companies Act, Chapter 2, section 6 of the law provides. If a partnership or limited partnership is changed to a public limited company shall apply in addition to, what of the companies Act, chapter 19, section 1 of the Act provides. (21 July 2006/626) relating to the amendment of section 4 of the public limited company the implementation of article 3 of the decision referred to in The document is signed, the company shall be submitted to the annual general meeting include the election of men. (21 July 2006/626)
In the open in the company company company company subject to a limited partnership with the responsibility of men and men comes along with a limited company with the Government to make the Declaration for the selected company in the commercial register, which is to be followed, mutatis mutandis, what a joint stock company in the commercial register Declaration of which is provided for. The notification shall be made within three months of the document referred to in paragraph 3 of the signature or the company change the shape of the falls. (21 July 2006/626)
The company becomes a public limited company, when the company entered in the commercial register, or change the format.
4 article has been repealed L:lla 30.12.1992/1617.

the effect of the amendment to section 5 of the public limited company debt liability of the company and the company's liability, in the case of a limited partnership, not relieved of responding to the company's previous debt as a result of the company is changed to a public limited company, unless the creditors that have provided it have given their consent.
Unless the creditor who is informed of the change in the written notification to the company into a public limited company and the creditor's right to object to the release of the debt liability, not within three months of receipt of the notification shall be considered as opposition to the release, the company announced a stock he had agreed to.

Article 6 of the Merger partners or limited partnership (the company being acquired) may conclude an agreement on the merger between the company or limited partnership company (the acquiring company), so that the assets and liabilities of the company being acquired are transferred to the without going into liquidation, to the acquiring company.
The agreement has to be approved by both the company men in the order in which the company's articles of agreement.
What is provided for in paragraph 2 shall also apply, if at least two of the open company or limited partnership company (the merging companies) agrees with the establishment of a new open company or limited partnership (the acquiring company), to which the assets and liabilities of the merging companies are transferred to the company and where men come to the company.
If the assets of the acquiring company has been established in the business of a mortgage law (634/84), an enterprise within the meaning of the mortgage, the assets and liabilities of the acquiring company does not go to the acquiring company before the merger was the entry in the commercial register. The entry of the merger must not make any individual through forensic evidence, if the merging companies, the companies have more than one property is valid for the business of a mortgage before the mortgage holders have agreed to mortgages for the privilege and the privilege on the basis of the application of the organisation of the business mortgage register. (8.2.1991/242)
The acquiring company's and kommmandiittiyhtiön's shall, without delay, inform the merger in the commercial register.

section 7 of the Payment if the decision amending the company into a public limited company or a company merger, the decision may be to make a majority, is a company man, who has not been approved by the company or the merger, changing the scope of the right to withdraw from the company and to the redemption of the company's contribution as article I, section 6 of chapter.
Redemption claim must be submitted within three months from the date on which he has been informed of the decision on the amendment of the company or a merger.
The execution is responsible for the redemption of a limited liability company, or the acquiring company. In spite of the company the company changing the shape of the shape so as to open the company's partners and to the company's liability, in the case of a limited partnership are the individual responsibility of the redemption.
Chapter 9, section 1 of the financial statements (by order/298), the duty of which the accounts are drawn up the financial statements shall be drawn up in the accounting Act (1336/1997) and in accordance with the provisions of this law.

preparation of the financial statements in section 2 of the 1 – 2 articles have been repealed by order of L:lla/298.
Financial statements must be given to the Auditors, within four months of the end of the financial year. (by order/298) section 3 of the financial statements of the company is included in the assets in the balance sheet in an open content If the company or limited partnership the company responsibility for the liabilities of the company of men, or affected them, the amounts reported separately in the balance sheet or in an attachment. Also, on behalf of the securities of these pledges and other commitments, as well as responsibility for the global amounts shall be shown in the balance sheet or in an annex.
In the balance sheet or in an attachment to the agreement shall be notified to the company and the company agreed the company total number of contributions and the number of remaining at the end of the period. In addition, the company shall be notified to each of the man's and the limited partnership's equivalent information on the company.
(3) has been repealed by order of L:lla/298.

4 section (by order/298) for registration of the financial statements the financial statements disclosure, disclosure of the date of issue of the requirement of the law and copies provided for in general ledger.

section 5 of the Guidelines and the opinions of the Accounting Board may be granted in accordance with the accounting Act, to provide guidance and advice on the application of the provisions of this chapter.
Chapter 10 section 1 of the financial statements audit (28.10.1994/940), the scope of the audit of the financial statements of the company and the company's Open in a limited partnership is in force, the provisions of this chapter, and the Court of Auditors is required by law.
The Court of Auditors the Court of Auditors provided for in Chapter 2 of the law of the obligation. The obligation to choose between the law of the Court of Auditors pursuant to Chapter 2, provided for in article 3. The selection of the auditor involved in the company of men may also select one or more deputy auditor. (18.9.2015/12)
L:lla 1207/2015 modified 2 shall enter into force on the 1.1.2016. The previous wording is:

The Court of Auditors the Court of Auditors provided for in Chapter 2 of the law of the obligation. The obligation to choose between the law of the Court of Auditors provided for in article 4 of the Deputy auditor. The selection of the auditor involved in the company of men may also select one or more deputy auditor. (13 April 2007/464) (28.10.1994/940) section 2 of the repealed L:lla 28.10.1994/940.

section 3 of the auditor's term of Office of Auditor selection and choose the open company partners and partnerships with limited liability company liability, in a unanimous decision, the absence of agreement to the contrary.
The auditor must be selected separately for each financial year, subject to the term of Office of the Auditor General is not provided for in the agreement. The auditor shall end when he has given the Court of Auditors report on the work of the last financial year, such as how to sisältyvältä or, if he is selected for the time being, when a new auditor has been selected in his place.
The selection of the auditor involved in may, by a unanimous decision to relieve the auditor from Office. (28.10.1994/940) 4 is repealed L:lla 28.10.1994/940.

4-7 section 4 – section 7 is repealed L:lla 28.10.1994/940.

paragraph 8 of the report of the Court of Auditors (28.10.1994/940), notwithstanding the provisions of the law, the Court of Auditors is the auditor for each financial year to be given to the company, the audit report within five months of the end of the financial year.

Article 9 Article 9 (28.10.1994/940) is repealed by L:lla 28.10.1994/940.

section 10 (18.9.2015/12) to the liability of the statutory auditor on the obligation of compensation is accordingly valid for Chapter 2, sections 13 and 14, as well as the Court of Auditors, section 3 of Chapter 10 of the law provides.
L:lla 12/15 entry into force of the amended article 10 of the 1.1.2016. The previous wording is: section 10 (13 April 2007/464), the liability of the statutory auditor on the obligation of compensation is accordingly valid for Chapter 2, sections 13 and 14, as well as the Court of Auditors under article 51 of the law.
Chapter 11-the date of entry into force and transitional provisions for the entry into force of article 1 of this law shall enter into force on 1 January 1989.
This Act repeals the trade cycle, chapter 15, kommandit-äännöttömistä, i.e. the estimation of Council regulation of 24 November 1864, as well as a limited partnership to amend the company into a public limited company on 9 May 1952 Act (203/52), as amended.

section 2 of the transitional provisions of article 2 of Chapter 5, paragraph 3, shall apply to contracts concluded before the entry into force of the laws of the company only after ten years have passed since the entry into force of the law.
Chapter 2, section 14 and 16 is provided, shall not apply if the action brought before the entry into force of this law to have begun during the financial year, the decision or action, or in this financial year, resulting in the financial statements.
The provisions of Chapter 9 and 10 of the Act shall not apply until the entry into force of this law, which began in the financial statements of the fiscal year and which shall be drawn up. THEY 6/87, lvk. Mrs. 6/87, suvk. 1/88 acts entry into force and application in time: 8.2.1991/242: this law shall enter into force on 1 March 1991.
THEY'RE 139/90, lvk. Mrs. 12/90, svk. Mrs. 196/90 30.12.1992/1617: this law shall enter into force on 1 January 1993.
THEY'RE 120 LaVM 16/92/92, 8.1.1993/94: this law shall enter into force at the time of the decreed. (L 94/1993 came into force on 1 January 1994, in accordance with A 1487/1993.)
THEY 236/92, TaVM 41/92 28.10.1994/940: this law shall enter into force on 1 January 1995.
THEY 295/27/94, 93, TaVM EEA Agreement annex XXII: Council directives (84/253/EEC, 78/660/EEC, 83/349/EEC) by judgment of 22/177: this law shall enter into force on 1 April 1996.
THEY'RE 220/95, TaVM 1/96, 10/14/96 of 151 EV: this law shall enter into force on 1 September 1997.
THEY'RE 89/1996, TaVM 24/1996, EV, 233/1996, Council Directive 77/91/EEC, OJ No L L 26, 31.1.1977, p. 1 by order of 30/298: this law shall enter into force on 15 May 1998.
The law will apply to the start of the fiscal year for which the annual accounts to be drawn up that a decision is subject to the law of 30 April 1998 on the amending of the accounting Act (300/1998).
THEY'RE 8/1998, TaVM 5/1998, EV 27/1998, 20 February 2004/141: this law shall enter into force on 1 September 2004.
THEY'RE no 153/2003, LaVM 8/2003, of July 21, 131/2003/626 EV: this law shall enter into force on 1 September 2006.
If the company changing the scope of the document is signed before the entry into force of this law, at the time of entry into force of this law shall apply to the amendment of provisions.
THEY TaVM 7/109/2005, 2006, EV 63/2006, Council Directive 77/91/EEC (31977L0091); OJ No l L 26, 31.1.1977, p. 1-13 April 2007/464: this law shall enter into force on 1 July 2007.
THEY are 195/2006 TaVM 33/2006, EV 293/2006 13 March 2009/143: this law shall enter into force on 1 September 2009.
Before the date of the entry into force of the laws which have been in force at the time of entry into force of the law applies.
THEY LaVM 16/70/2008, 2008/2009, 18.9.2015, EV 5/12: this law shall enter into force on the 1 January 2016.
THEY TaVM 34/254/2014, 2014, EV 371/2014