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Eurooppayhtiölaki

Original Language Title: Eurooppayhtiölaki

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European company law

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In accordance with the decision of the Parliament:

ARTICLE 1
Applicable provisions and scope

The European Company shall be subject to Council Regulation (EC) No 2157/2001 on the Statute for a European Company (SE), hereinafter referred to as the European Company Statute, and the additional provisions of this Act.

The European company is governed by the law on public limited liability companies (1024/2006) And other provisions of the law, as laid down in the European Company Statute and in this Act. (21.7.2006/627)

This law applies to a European company registered under Finnish law and by Finnish law, registered under Finnish law, in the form of a European company and a cooperative (hereinafter 'the Finnish company and the Finnish cooperative').

ARTICLE 2
Registration

The Government of Patents and Registration is the competent authority for the purposes of registration of the European Company and in the case referred to in Article 22 of the European Company Statute.

The European Company Statute is provided for by the European Company Statute, the Companies Act, the Business Registration Act. (129/1979) , the company and the Community (244/2001) And the business name (128/1979) .

ARTICLE 3
Position of the founder's head office

The establishment of a European company may also take part in a Finnish limited company or a foreign company whose head office is not in the European Economic Area if the company complies with Article 2 (5) of the European Company Statute. Requirements for the establishment of a company, its registered office and its connection to the economy of a State belonging to the European Economic Area. The same shall apply to the other company referred to in Article 48 of the Treaty establishing the European Community, if the se is to be established within the meaning of Article 2 (3) of the European Company Statute.

§ 4
Founding by merger

If a Finnish limited company participates in the creation of a European company within the meaning of Article 2 (1) of the European Company Statute and the acquiring company is registered in Finland, the Finnish companies participating in the merger will have to disclose: The merger plan to be registered as provided for in Section 5 of Chapter 16 of the Companies Act. However, Articles 6 to 8 and 15 of Chapter 16 of Chapter 16 of the Companies Act provide that all creditors of the company have the right to object to the merger. In addition, registration of the merger shall be subject to the acceptance of the right of redemption referred to in Article 5 by the merging companies domiciled in another Member State. The merging companies must inform the merger of the merger as provided for in Article 14 of Chapter 16 of the Companies Act within six months after the merger decision has been taken in Finland and other mergers The participating companies have been issued a certificate referred to in Article 25 (2) of the Council Regulation. (21.7.2006/627)

If the receiving company is registered as a European company in another country, the registration of a plan shall be subject to paragraph 1. All creditors of the merging and receiving companies participating in the merger have the right to oppose the merger. The protection of creditors is governed by Articles 6 to 8 of Chapter 16 of the Companies Act concerning the protection of creditors of the merging company. The Finnish companies involved in the merger must seek permission from the registries to implement the merger within four months of the decision on the merger or the merger. The application shall be accompanied by the merger decisions and a certificate issued by a member of the Board of Directors or the Executive Director for the transmission of the declarations referred to in Article 7 of Chapter 16 of the Companies Act. The conditions for granting authorisation shall be subject to the provisions of paragraph 1 of this Article concerning the conditions for registration of the merger, with the exception of the last sentence of the article, and the provisions of Article 25 (2) of the European Companies Regulation The conditions for issuing the certificate. Where the assets of the merging company are in force under the (18/04/1984) , the granting of an authorisation shall be subject to the condition that a valid application for the transfer of the mortgage on the part of the branch to be submitted to Finland is pending, or that the mortgage has been amortised. A decision on the authorisation of a registry authority shall be entered in the register. For the purposes of the merger referred to in this article, the Finnish limited liability company shall be subject to the provisions of Article 17 of Chapter 16 of the Companies Act. (21.7.2006/627)

The registration authority shall issue the authorisation referred to in paragraph 2 for the Finnish limited liability companies involved in the merger referred to in Article 25 (2) of the European Company Statute. The certificate shall be submitted to the competent authority of the home of the host company within six months of the date of its adoption, or the certificate shall lapse.

§ 5 (21.7.2006/627)
Reputation of shares following the merger

If a European company is established in accordance with Article 2 (1) of the European Company Statute, a shareholder of a Finnish limited company registered in Finland or in another Member State shall have the right to claim redemption in accordance with Article 13 of Chapter 16 of the Sharing Companies Act. The same right is the same right as a shareholder of a Finnish limited liability company if the company is registered as a European company in another State.

ARTICLE 6
Other establishment

Any plan referred to in Article 32 (2) or Article 37 (4) of the European Companies Regulation or the transfer of shares and shares referred to in Article 33 (3) shall be communicated promptly to the registry authority in the register. Significant.

§ 7
Management

The Board of the European Company and the Board of Directors and their members shall be subject to the provisions of the Companies Act concerning the Government of the public limited liability company and its members, unless otherwise specified in the European Company Statute. The Management Board of the European Company and its members shall be subject to the provisions of the Companies Act concerning the Board of Directors and its members, unless otherwise provided for in the European Company Statute.

The Executive Director of the European Company shall be subject to the provisions of the Companies Act concerning the Executive Director of a public limited liability company unless otherwise specified in the European Company Statute. (21.7.2006/627)

§ 8 (22.12.2009)
Corporate meeting

The shareholder has the right to have the case referred to in Chapter 5 of the Company Statute for a European Company meeting.

The Office shall be the competent authority for the purpose of examining an application for the convening of a general meeting which is to be held in accordance with the European Company Statute and which has not been convened in the prescribed order.

§ 9
Relocation from Finland

The European Company shall notify the transfer plan referred to in Article 8 (2) of the European Companies Regulation to be registered within one month from the date of signature of the plan. If the notification is not filed within the time limit or the registration is refused, the place of residence shall lapse.

The implementation of the transfer of residence referred to in Article 8 of the European Company Statute shall be subject to the authorisation of the registry authority. All creditors of the company have the right to oppose the transfer of the domicile. The company shall apply to the registry authority to the creditors referred to above within four months of the registration of the transfer plan, or the transfer of the domicile shall lapse. The application shall be accompanied by the report referred to in Article 8 (3) of the European Company Statute. By the way, the protection of creditors is governed by Articles 6 and 7 of Chapter 16 of the Companies Act concerning the protection of creditors of the merging company. (21.7.2006/627)

The company shall apply for authorisation from the registry authority for the execution of the transfer within one month of the decision on the transfer of the place of residence. The application shall be accompanied by a decision of the general meeting on the transfer of the seat and the certificate of the declarations referred to in Article 7 of Chapter 16 of the Companies Act by a member of the Board of Directors or the Executive Director. If no application is made within the time limit or no authorisation is granted, the decision to transfer the residence shall lapse. If the transfer plan has been amended by decision of the general meeting, the amended plan shall be reported to be registered at the latest at the time of application. (21.7.2006/627)

The conditions for granting the licence authority are subject to the provisions of Article 8 (8) of the European Companies Regulation and the provisions of Article 15 (1) and (2) of Chapter 16 of the Companies Act concerning the conditions for registration of the merger. Where a company's property is subject to a business mortgage payment within the meaning of a business mortgage law, it is necessary, at the same time, to submit a valid application for registration of mortgages to be filed by a branch to be established in Finland Or that the mortgages have been extinguished. A decision on the authorisation of a registry authority shall be entered in the register. (21.7.2006/627)

The registry authority shall issue the certificate referred to in Article 8 (8) of the European Company Regulation for the authorisation referred to in paragraph 2. The certificate shall be submitted to the competent authority of the new home country of the company within six months of the date of its adoption or the certificate shall lapse.

The application for the transfer decision shall be governed by the provisions of Chapter 21 of the Companies Act concerning the application for a merger decision. The court shall, without delay, inform the Registry of the outcome of the action and of the legal decision rendered in the matter. (21.7.2006/627)

ARTICLE 10 (21.7.2006/627)
Recreation of special rights for shares, warrants and other shares on the basis of transfer of seats

If the seat of the European Company is transferred from Finland to another Member State, the shareholder voting against the transfer decision and the holder of the right referred to in Chapter 10 of the Companies Act shall be entitled to claim redemption in accordance with Chapter 16 of the Companies Act. Article 13 provides for the right to redemption of the shareholder and the rightholder who opposes the merger.

ARTICLE 11 (21.7.2006/627)
Final accounts for the transfer of the residence

The Executive Board or the Executive Director of the European Company to be transferred from Finland to the place of origin shall, as soon as possible after the transfer of the home office, draw up a final statement. The final statement shall include a statement of accounts and an activity report for the period for which the annual accounts are not yet presented at the general meeting and an explanation of the allocation of any consideration. The final statement shall be provided to the auditors, who shall, within one month, submit an audit report on the final statement. Upon receipt of the audit report, the Management Board or the Board of Directors shall promptly invite shareholders to the shareholders' meeting to confirm the final statement. The meeting shall be subject to the provisions of the general meeting. The final statement shall be reported as being registered as provided for in Section 10 of Chapter 8 of the Companies Act.

The final statement shall be subject to the provisions of Article 15 (2) of Chapter 20 of the Companies Act. The company's right to damages, as referred to in Chapter 22 of the Companies Act, is governed by Article 18 of Chapter 20 of the Companies Act.

ARTICLE 12
Relocation to Finland

The decision to transfer the seat of a European company to Finland shall be notified to be registered within one month of the date on which the competent authority of the Member State of the European Company has adopted the European Company Statute as referred to in Article 8 (8) of the European Company Statute The certificate. A decision on the transfer cannot be registered if the notification is not made within the time limit.

The notification shall be accompanied by the transfer plan, the report and the certificate referred to in Article 8 of the European Company Statute. For the remainder of the notification, the provisions concerning the notification of a limited liability company shall be governed by the provisions laid down separately, unless otherwise provided for in the European Company Statute.

ARTICLE 13
Transformation of a European company into a public limited company

The plan referred to in Article 66 (3) of the European Company Statute shall be notified without delay to the registration authority in the register.

ARTICLE 14
Clearing and liquidation

The Court is the competent authority in the case referred to in Article 64 (1) to (3) of the European Company Statute.

The initiation of a case in the liquidation or removal order, the request to the company, the proceedings, the decision and its registration, and the clearing procedure and the removal from the register shall apply to: The provisions of Article 64 of the European Company Statute and Chapter 20 of the Companies Act. (21.7.2006/627)

Law on the financial audit (587/2003) Or by Law of the Insurance Supervisory Authority (1999) , the Authority shall, however, be the competent authority in the case referred to in Article 64 (1) to (3) of the European Company Statute.

L on the financial audit 587/2003 And L of the Insurance Supervisory Authority 78/1999 Has been repealed by L for financial supervision 878/2008 .

§ 15
Obligation to pay damages

The members of the Board of Directors of the European Company, the Board of Directors and the member of the Board of Directors, the liquidator, the chairman of the general meeting and the shareholder's liability shall be in force, as laid down in the Companies Act and other law, The liability of the Board of Directors, the Executive Director, the liquidator, the liquidator, the chairman of the general meeting or the shareholder. The statutory auditor's liability is laid down in the Audit Act (17/01/2015) And the Companies Act. (18/09/1218)

L to 1218/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:

The members of the Board of Directors of the European Company, the Board of Directors and the member of the Board of Directors, the liquidator, the chairman of the general meeting and the shareholder's liability shall be in force, as laid down in the Companies Act and other law, The liability of the Board of Directors, the Executive Director, the liquidator, the liquidator, the chairman of the general meeting or the shareholder. The statutory auditor's liability is laid down in the Audit Act (186/1994) And the Companies Act. (21.7.2006/627)

This law or the compensation for damage caused by a breach of the Statute of the European Company Statute shall be subject to the provisions of the Companies Act concerning the compensation for the damage caused by the infringement of that law.

ARTICLE 16 (21.7.2006/627)
Penalty provisions

The provisions of Chapter 25 of the Law on Shareholder Companies are governed by the provisions of Chapter 25 of the Companies Act concerning the liability of the European Company, the Executive Board or the Board of Directors, the Executive Director, the Executive Board or the Supervisory Board of the European Company.

The report referred to in Article 32 (4) of the European Companies Regulation and the issuing of the certificate referred to in Article 37 (6) and Article 66 (5) shall be subject to the provisions of Article 1 (2) of the Companies Act: Infringement of the provisions of the opinion.

§ 17
Entry into force

This Act shall enter into force on 8 October 2004.

After the adoption of this law, the registry authority may register and announce the establishment and establishment of a European company within the meaning of Article 20, Article 32 or Article 37 of the European Companies Regulation The limited liability company may submit an invitation to the general meeting approving the plan as provided for in the European Company Statute.

THEY 55/2004 , TaVM 13/2004, EV 107/2004 Council Regulation (EC) No 2157/2001 (32001R2157); OJ L 294, 8.10.2001, p. 1

Entry into force and application of amending acts:

21.7.2006/627:

This Act shall enter into force on 1 September 2006.

The establishment of a European company by the merger and the transfer of its seat shall be subject to the provisions in force at the time of entry into force of this Act, if the merger or transfer plan is to be registered before the entry into force of this Act.

Compensation for damages based on acts or omissions before the entry into force of this Act shall apply from the date of entry into force of this Act.

THEY 109/2005 , TaVM (EV).

22.12.2009/14:

This Act shall enter into force on 1 January 2010.

Before the entry into force of this Act, measures may be taken to implement the law.

THEY 161/2009 , HVM 18/2009, EV 205/2009

18/05/2015:

This Act shall enter into force on 1 January 2016.

THEY 254/2014 , TaVM 34/2014, EV 371/2014