Closing a limited liability company

By law, a limited liability company cannot be informally closed.

This page informs you about the procedures to close a limited liability company.

A common way: liquidation procedure by decision of the General Meeting

The General Meeting makes a decision to place the company into liquidation and chooses a liquidator for the company. For the company to be closed down in an orderly way, you should start the liquidation procedure when the company still have resources to go through the procedure. Read more about liquidation of limited liability companies.

A limited liability company cannot be liable for its debts: bankruptcy proceedings

A limited liability company can be declared bankrupt when it no longer can be liable for its debts.
The court makes the decision to declare the company bankrupt on application by a debtor or a creditor.
Read more about bankruptcy at oikeus.fi.Open link in a new tab

If no assets are left at the conclusion of a limited liability company’s bankruptcy or if determination on the use of the remaining assets has been made in the bankruptcy, the company is deemed to have dissolved once the final accounts in the bankruptcy have been approved.

Restructuring of a limited liability company: merger or demerger

A limited liability company can also be closed down, in other words dissolved, by merger or demerger.

Once the implementation of the merger has been registered with the Finnish Trade Register, the assets and liabilities of the merging company will be transferred to the acquiring company without liquidation.
At the same time, the merging company will dissolve.

In a full demerger of a limited liability company, all of the assets and liabilities of the demerging company are transferred to two or more acquiring companies and the demerging company dissolves.

Deregistration of a limited liability company

On application, the Finnish Patent and Registration Office can order the limited liability company into liquidation or to be deregistered from the Finnish Trade Register under conditions defined in law. Read more in our instructions: Order of liquidation or deregistration of a limited liability company

Interruption of business is not filed with the Finnish Trade Register

If the limited liability company interrupts its business for an unspecified or specified period, the interruption will not be entered in the Finnish Trade Register.

Yrittäjän talousapu counselling service provides support

If you want to have more information on how to close down your company in an orderly way or if you are wondering if it is possible to continue the activities of the company, contact the Yrittäjän talousapu counselling service. The service is free of charge and it is provided by the Centre for Economic Development, Transport and the Environment. Go to the website of the service.Open link in a new tab