SMP

TAKE A SEAT

Finland

Typical legal form for start-ups

osakeyhtiö (Oy)

Brief information

Finnish start-ups usually choose the legal form of the Oy. It offers the advantages of limited shareholder liability and a minimum share capital of only EUR 2,500. The OÜ is similar to the German GmbH.

A PE/VC Fund can in principle accept an observer seat, whereby the contractual structure is decisive in the individual case. The observer may not exercise any influence on the management decisions.
In a dualistic structured company a PE/VC Fund can participate in the Supervisory Board

The Oy can be organized as a monistic or dualistic entity.
In the monistic structure, the Management Board is responsible both for management and supervision. Investors can be granted observer seat status by contract. The observer may attend management meetings but is not entitled to vote.
In the dualistic structure, various tasks can be assigned to the Supervisory Board, in particular the election and supervision of the Management Board.

A PE/VC Fund can in principle accept an observer seat, whereby the contractual structure is decisive in the individual case. The observer may not exercise any influence on the management decisions.
A PE/VC Fund may in principle also be a member of the Supervisory Board, provided that the Supervisory Board has not been granted management responsibilities.

Other legal form

julkinen osakeyhtiö (Oyj)

Brief information

The Oyj is similar to the German stock corporation. A conversion to Oyj usually occurs due to tax reasons or an IPO.

A PE/VC Fund can in principle accept an observer seat, whereby the contractual structure is decisive in the individual case. The observer may not exercise any influence on the management decisions.
In a dualistic structured company a PE/VC Fund can participate in the Supervisory Board

The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. Before taking over a board seat in a portfolio company, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.

Sources: Wegen/Spahlinger/Barth, Gesellschaftsrecht des Auslands 2. EL Januar 2018