Director Changes in Finland: Compliance Guide

Director changes in Finland may look routine, but they follow strict legal rules, tight filing deadlines, and formal internal procedures. Whether you appoint a new board member or replace your managing director, every step must comply with the Finnish Limited Liability Companies Act and reach the Finnish Trade Register without delay. This guide walks legal, tax, and compliance teams through eligibility, procedure, filing, and liability, so you can manage each change with confidence and stay on the right side of the regulator.

Who can be appointed as a director?

Before you confirm any appointment, check eligibility carefully. Only natural persons over the age of 18 can serve as directors. In addition, candidates must not be bankrupt, under guardianship, or subject to a business ban.

Residency rules also apply. At least one ordinary board member must reside in the European Economic Area (EEA). The same rule covers the managing director and any deputy, unless you obtain an exemption from the Finnish Patent and Registration Office (PRH).

Furthermore, if your company has no EEA-resident representative, such as a director or managing director, you must appoint a service-of-process representative who lives in Finland.

How do director changes in Finland actually work?

The shareholders’ meeting usually appoints or removes board members. By contrast, the board itself handles the appointment and dismissal of the managing director. In addition, a director may resign at any time by notifying the board in writing.

Once you make the decision, notify the Finnish Trade Register immediately. Delays are not merely risky, because they can jeopardise the company’s ability to trade legally.

Keep the composition rules in mind as well:

• With one or two board members, you must also appoint a deputy.
• With three or more, a deputy is no longer required.

What do board meetings look like?

Board meetings offer welcome flexibility. Directors can meet in person, join by phone, or adopt decisions in writing.

When directors vote, a simple majority usually suffices, unless your Articles of Association say otherwise. Written decisions, however, typically require unanimous consent. Moreover, the board reaches a quorum when more than half its members take part, and notice must reach every director beforehand.

How do you file director changes in Finland with the Trade Register?

You must file director changes electronically. A Finnish director with verified banking credentials can complete the process online. Otherwise, a local lawyer or service provider usually submits the documents and confirms the registration.

Each filing should include:

• Minutes of the board or shareholders’ meeting
• Power of attorney, if a third party files on your behalf
• A copy of the new director’s passport or ID
• Confirmation of EEA residency, or a valid exemption application
• The home address of the new officer, because business addresses are not accepted

For Finnish citizens, the personal identity code is also required. For foreign nationals, you submit only the passport and personal address. Importantly, although the company files personal addresses, they do not appear on the public Trade Register extract.

There is also a timely change to note. Since 1 January 2026, the PRH no longer processes paper notifications. Therefore, you must now file all changes online through the ytj.fi service or the PRH online forms, using strong electronic authentication. This shift follows the new Finnish Trade Register Act, so foreign-owned groups should confirm their signatories hold valid Finnish electronic identification before filing.

What happens after director changes in Finland through resignation or removal?

Once a director resigns, or the company removes one, update the Trade Register immediately. If you fail to act, you risk interrupted operations and further compliance issues.

If the change leaves the company without an EEA-resident board member, you must either appoint a qualifying replacement or apply for an exemption. Should neither route work, name a service-of-process agent in Finland without delay.

What legal duties and liabilities do directors carry?

Directors in Finland must act with care and diligence. In addition, they must use their own judgement, stay within their assigned powers, and always serve the best interests of the company rather than themselves.

They must also avoid conflicts of interest and abstain from voting where they stand to gain personally. Consequently, transparency and full disclosure remain non-negotiable.

If a director breaches these duties, the company may pursue a claim. While an individual shareholder generally cannot recover for damage suffered by the company, shareholders holding at least 10% of shares may bring a derivative claim on the company’s behalf.

Finally, financial distress raises the stakes. If the board finds that the company has negative equity, it must notify the Trade Register without delay through a notification of loss of share capital. This alerts creditors, although it does not by itself stop normal trading. Where distress hardens into permanent insolvency, the company should instead file for bankruptcy. Neglecting these duties can expose directors to personal liability, and in severe cases, to criminal charges.

What’s next?

Managing director changes in Finland requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article, Holding an AGM in Croatia: What Multinational Teams Need to Know.

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