In exceptional circumstances, the PRH will remove your company from the Trade Register or order it into liquidation

This page contains information about the exceptional circumstances in which the Finnish Patent and Registration Office (PRH) will remove your company from the Trade Register or order it into liquidation.

The process may be initiated

• by the PRH on its own initiative, or
• by filing an application.

These situations do not apply to the voluntary dissolution of a limited liability company. Go to our instructions describing the usual way to dissolve a limited liability company, the liquidation procedure.

You will find more detailed information about exceptional circumstances in the links below.

Grounds for ordering 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 reminders. Read more about the deregistration of companies that have neglected to file their beneficial owner details.
• The company has not submitted its financial statements within one year of the end of the financial period despite reminders. Read more about the 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 PRH’s procedure

The PRH sends a reminder letter requesting the company to file the missing details by the deadline to avoid deregistration.

If the company fails to file the details by the deadline, the PRH records the reminder in the company’s Trade Register details. The reminder will also be published in the Official Journal. At the same time, the PRH requests the creditors to make any remarks by the deadline. Your company must file the missing details within about 3.5 months.

If the company fails to file the details by the deadline, the PRH will deregister the company or order it into liquidation. The PRH may decide the matter even if no proof of the company receiving the reminder is available.

For lapsed bankruptcies, the PRH automatically deregisters the company or co-operative, as soon as it has received a notification about the lapse from the court.

When does the PRH order companies into liquidation?

The company will be placed into liquidation or deregistered unless the deficiencies in its registered details are corrected by the deadline. The company will only be ordered into liquidation only if it has enough assets to cover 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, except that an entry stating that the liquidation proceedings have begun will automatically be made in the Trade Register.

Read more about liquidation based on the company’s decision.

How to apply for liquidation or deregistration

You can file an application with the PRH and request the company be removed from the Trade Register or be ordered into liquidation in exceptional circumstances. Read more about how to apply for liquidation or deregistration.

Effects of deregistration

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

Can the PRH order a deregistered company into liquidation?

If liquidation measures are needed after deregistering a limited liability company, you can apply for the company to be ordered into liquidation at the PRH. Read more about applying for a deregistered company to be ordered into liquidation.

See the legislation for more information

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

Chapter 20, sections 4–6: The PRH may issue an order of the liquidation or deregistration of a limited liability company.

Chapter 20, section 9, subsection 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.