Order of liquidation or deregistration of a limited liability company

The Finnish Patent and Registration Office (PRH) may order a limited liability company into liquidation or to be deregistered (Chapter 20, Section 4 of the Limited Liability Companies Act).

The process may be initiated

• by the PRH on its own initiative (Chapter 20, Section 6 of the Limited Liability Companies Act), or
• by filing an application.

Grounds for order of liquidation or deregistration

A limited liability company may be ordered into liquidation or to be deregistered in the following situations:

• The company has not filed their beneficial owner details despite the reminders. Read more about deregistration of companies that have neglected to file their beneficial owner details.
• The company has not submitted its financial statements within one year from the end of the financial period despite the reminders. Read more about deregistration of companies that have neglected to submit their financial statements.

• The company has no registered and competent Board of Directors.
• The company has no registered representative as referred to in Section 6 of the Act on the Right to Carry on a Trade (122/1919; laki elinkeinon harjoittamisen oikeudesta).
• The company has been declared bankrupt, but the bankruptcy has lapsed due to lack of funds.
• The company has not filed any notification with the Trade Register over the last ten years and there are grounds to assume that the company has closed down its business.
  

The order must be issued, unless it is proved before the issue of the order that the grounds for it no longer exist.

PRH’s procedure

If the procedure has been started due to other reasons than lapse of bankruptcy, the PRH will request the company to correct the deficiencies in its registered details. If no correction is made, the PRH sends an invitation to the company in writing.

The written invitation states that the company will be ordered into liquidation or deregistered unless the deficiencies are corrected by the deadline. The written invitation is published in the Official Journal no later than three months before the deadline. At the same time, the shareholders and creditors who wish to make comments on the liquidation or deregistration of the company will be requested to do so in writing by the deadline.

An entry of the invitation published in the Official Journal will be made in the Trade Register. The matter may be decided upon by the PRH even if no proof is available of the company having received the invitation.

Liquidation or deregistration

The company will be placed into liquidation or deregistered unless the deficiencies in its registered details are corrected by the deadline. The company will be ordered into liquidation only if its assets are adequate for covering the costs of liquidation or if someone undertakes to bear the costs.

If the company is ordered into liquidation, the liquidation proceedings are almost the same as in liquidations based on a General Meeting decision, but an entry stating that the liquidation proceedings have begun will automatically be made in the Trade Register.

Effects of deregistration

Deregistration means that the business is out of action. Read more about the effects of deregistration.

How to apply for liquidation or deregistration

An application concerning the liquidation or deregistration of the company may be filed by the Board of Directors, a member of the Board of Directors, the Managing Director, an auditor, a shareholder, a creditor or anyone whose rights may depend on appropriate registration or the placing of the company into liquidation.

Contents and enclosures

Written, informal application to the PRH, requesting the company to be ordered into liquidation or to be deregistered.

State the grounds for the request. If the application concerns the liquidation of a company, we recommend that you, as the applicant, inform us in the application if you undertake to bear the liquidation costs and nominate a person as liquidator.

The applicant or a person he or she has authorised signs the application.

If an authorised person signs the application, the original general power of attorney or a certified copy of a special power of attorney must be enclosed.

Handling fee

The handling fee is 180 euros.

An application based on a bankruptcy that has lapsed is free of charge.

Pay the handling fee in advance and enclose the receipt with your application. See our payment instructions.

How to apply for liquidation of a deregistered limited liability company

If liquidation measures are needed after deregistration, the PRH orders the company into liquidation on the application of the party to whose rights the matter pertains (Chapter 20, Section 22 of the Limited Liability Companies Act).

However, no such order will be issued, if the assets of the company are not adequate for covering the costs of liquidation or there is no information on the assets, and if no shareholder, creditor or other party undertakes to bear the liquidation costs.

Application

Written, informal application to the PRH, requesting the deregistered company to be ordered into liquidation.

We recommend that you, as the applicant, inform us in the application if you undertake to bear the liquidation costs and nominate a person as liquidator. If you nominate a person as liquidator, you must submit his or her consent to the assignment together with the application.

State the grounds for the request. If necessary, give an account of the financial position of the company.

The applicant or a person he or she has authorised signs the application.

If an authorised person signs the application, the original general power of attorney or a certified copy of a special power of attorney must be enclosed.

Handling fee

The handling fee is 50 euros.

Pay the handling fee in advance and enclose the receipt with your application. See our payment instructions.

See the legislation for more information

Chapter 20, Section 9(3) of the Limited Liability Companies Act applies to situations where a company in liquidation does not have a liquidator. In such case, the application procedure may result in appointing a liquidator for the company or the company being removed from the register.

Chapter 23, Section 2 of the Limited Liability Companies Act applies to situations where a court issues an order of liquidation or deregistration of a company.

If the bankruptcy has lapsed due to insufficient assets, the PRH will automatically remove the company from the Trade Register, as soon as it has received a notification about the lapse from the court. This does not however apply to bankruptcies that have lapsed before 1 April 2001.

Section 21 of the Act on the Implementation of the Limited Liability Companies Act (625/2006; laki osakeyhtiölain voimaanpanosta) contains a transitional provision for dissolution of companies.

Read more in the Limited Liability Companies ActOpen link in a new tab in Finlex Data Bank in Finnish or Swedish.