- Product
- Pricing
-
Insights
Insights
Explore >
Up to top (this text gets replaced by JS) Up a level (this text gets replaced by JS)
- Discover
- Press Centre
- Articles
- Research and Guides
- Events
- A strategic guide for navigating legal entity compliance in 2025 and beyond
- Remain Legally Compliant in 2025
- Contact Us
Director changes in Finland may appear simple, but they are governed by strict legal rules, tight filing deadlines, and formal internal procedures. Whether you’re appointing a new board member or updating your managing director, each step must comply with the Finnish Companies Act and be recorded with the Finnish Trade Register without delay.
Who can be appointed as a director?
Before making any appointment, check eligibility. Only natural persons over the age of 18 can serve as directors. They must not be bankrupt, under guardianship, or subject to a business ban.
Residency requirements also apply. At least one board member must reside in the European Economic Area (EEA). For managing directors and their deputies, the same rule holds, unless you obtain an exemption from the authorities.
If your company lacks any EEA-resident representative (such as a director or managing director), you must appoint a service-of-process representative who lives in Finland.
How is a director appointed or removed?
The shareholders’ meeting usually appoints or removes board members. In contrast, the board itself handles the appointment and dismissal of the managing director. A director may also resign at any time by notifying the board in writing.
Once the decision is made, the company must notify the Finnish Trade Register immediately. Delays are not just risky, they can jeopardise the company’s ability to conduct business legally.
Keep in mind the composition rules:
- With one or two board members, you must also appoint a deputy.
- If there are three or more, a deputy is no longer required.
What do the Board meetings look like?
Board meetings offer flexibility. Directors can meet in person, by phone, or adopt decisions in writing.
When voting, a simple majority usually suffices unless your Articles of Association say otherwise. Written decisions typically require unanimous consent. Quorum is reached when more than half the board is present, and notice must be given to all directors.
Filing Officer changes with the Trade Register
Director changes must be filed electronically or via a local representative. A Finnish director with verified banking credentials can complete the process online. Otherwise, a local lawyer or service provider typically submits the documents and confirms the registration.
Each filing should include:
- Minutes of the board or shareholders’ meeting
- Power of attorney (if filed by a third party)
- 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 (business addresses are not accepted)
For Finnish citizens, the personal ID number is also required. For foreign nationals, only the passport and personal address must be submitted. Note that although personal addresses are filed, they are not publicly disclosed in the Trade Register.
What happens after resignation or removal?
Once a director resigns or is removed, the company must immediately update the Trade Register. Failing to do so can interrupt operations and lead to compliance issues.
If the change results in a lack of an EEA-resident board member, the company must either appoint a replacement who meets the residency rule or apply for an exemption. If neither is possible, you must name a service-of-process agent in Finland without delay.
Legal duties and director liabilities
Directors in Finland are expected to act:
- With care and diligence
- Based on their own judgement
- Within the limits of their assigned powers
- In the best interest of the company, not themselves
They must avoid conflicts of interest and abstain from voting in matters where they could benefit personally. Transparency and full disclosure are non-negotiable.
If a director breaches these duties, the company may take legal action. While individual shareholders cannot sue directors directly, those holding at least 10% of shares may bring a derivative claim on the company’s behalf.
When the company is near insolvency or has negative equity, the board must notify the authorities. Failure to act can result in personal liability, and in severe cases, criminal charges.
What’s next?
Klea offers tailored solutions to streamline compliance and empower your business. Book a demo today and unlock smarter corporate governance.
For more insights into processes in other jurisdictions, explore our article, How to Change a Company Director in Bulgaria.
Legal Disclaimer
The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.