Translation from Finnish 
      Legally binding only in Finnish and Swedish 
      Ministry of Justice, Finland 
       
      Limited Liability  Companies Act 
      (624/2006; amendments up to 1139/2019 included) 
       
      PART I 
      GENERAL PRINCIPLES, INCORPORATION AND SHARES 
       
      Chapter 1 
      Main principles  of company operations and application of this Act 
       
      Section 1 
      Scope of application 
       
      This Act applies to all limited liability companies registered in accordance with Finnish law, unless 
      otherwise provided in this or another act. A limited liability  company may be private (private 
      company) or public (public company). 
       
      The securities of a private company may not be admitted to trading on a regulated market 
      referred to the Act on Trading in Financial Instruments (748/2012). (756/2012) 
       
      The Act on Trading in Financial Instruments 748/2012 was repealed by the Act on Trading in 
      Financial Instruments 1070/2017. 
       
      Section 2 
      Legal personality and the limited liability  of shareholders 
       
      A limited liability  company is a legal person distinct from its shareholders, established through 
      registration. 
       
      The shareholders have no personal liability  for the obligations of the company. However, 
      provisions may be included in the Articles of Association on the liability  of a shareholder to make 
      specific payments to the company. 
      Section 3 
      Capital and the permanence of the capital 
       
      The minimum share capital of a public company is EUR 80,000. (184/2019) 
       
      The assets of a company may be distributed only as provided in this Act. 
       
      Section 4 
      Transferability of shares 
       
      A share may be transferred and acquired without restrictions, unless otherwise provided in the 
      Articles of Association. 
       
      Section 5 
      Purpose 
       
      The purpose of a company is to generate profits for the shareholders, unless otherwise provided in 
      the Articles of Association. 
       
      Section 6 
      Principle of majority rule 
       
      The shareholders exercise their power of decision at the General Meeting. Decisions are made by 
      the majority of the votes cast, unless otherwise provided in this Act or in the Articles of 
      Association. 
       
      Section 7 
      Equal treatment 
       
      All  shares carry the same rights in the company, unless otherwise provided in the Articles of 
      Association. The General Meeting, the Board of Directors, the Managing Director or the 
      Supervisory Board shall not make decisions or take other measures that are conducive to 
      conferring an undue benefit to a shareholder or another person at the expense of the company or 
      another shareholder. 
       
      Section 8 
      Duty of the management 
       
      The management of the company shall act with due care and promote the interests of the 
      company. 
       
      Section 9 
      Discretion of shareholders 
       
      The shareholders may include provisions on company operations in the Articles of Association. 
      Provisions contrary to a mandatory provision of this Act or another act, or contrary to the rules of 
      appropriate conduct, shall not be included in the Articles of Association. 
       
      Definitions (512/2019) 
       
      Section 10 (512/2019) 
      Listed company 
       
      In this Act, a listed company means a limited liability  company whose shares are traded on a 
      regulated market referred to in the Act on Trading in Financial Instruments. 
       
      This chapter and chapters 5 and 6 contain specific provisions on listed companies. 
       
      Section 11 (512/2019) 
      Related parties 
       
      The related parties of a company are: 
       
      1) the parent company of the company or another person who controls more than 50 per cent of 
      the voting rights carried by all the shares of the company or has otherwise control over the 
      company as referred to in chapter 1, section 5 of the Accounting Act (1336/1997); 
       
      2) a Member and Deputy Member of the Board of Directors and the Supervisory Board and the 
      Managing Director and the Deputy Managing Director; 
       
      3) the spouse or cohabiting partner of a person referred to in paragraphs 1 and 2 above, and the 
      person’s, spouse’s or partner’s child, grandchild, parent and grandparent;  
       
      4) a legal person where the person referred to in paragraphs 1–3 is a Member or Deputy Member 
      of the Board of Directors or the Supervisory Board, the Managing Director or Deputy Managing 
      Director or in a corresponding position; 
       
      5) a legal person where a Member of the Board of Directors or another person referred to in 
      paragraphs 1–3 alone or together with other said persons holds more than 50 percent of the 
      voting rights carried by all the shares or participations of the entity or otherwise has the control 
      referred to in chapter 1, section 5 of the Accounting Act; 
       
      6) a legal person where the parent company referred to in paragraph 1 or another person 
      exercising control over the company holds 20–50 percent of the voting rights carried by all the 
      shares or participations of the legal person or where the parent company or another person 
      exercising control over the company may otherwise significantly influence decision-making related 
      to the finances and business of the legal person. 
       
      If the company has no shareholders referred to in subsection 1, paragraph 1, related parties 
      comprise a shareholder who holds at least 20 percent of the voting rights carried by all the shares 
      of the company or who may otherwise significantly influence decision-making related to the 
      finances and business of the company. The provisions of subsection 1 apply to such a shareholder. 
       
      When calculating the voting rights referred to in subsections 1 and 2, the voting rights carried by 
      the shares owned by a legal person controlled by the shareholder are added to the shareholder’s 
      voting rights. When calculating the voting rights, a restriction of voting rights based on law or the 
      Articles of Association or Deed of Partnership or comparable rules of the entity is not taken into 
      account and when calculating the total voting rights of a company, shares held by the company or 
      its subsidiary are not taken into account. 
       
      The definition  of related parties laid down in subsections 1–3 applies to presenting information in 
      the management report on debt concerning related parties referred to in chapter 8, section 6, to 
      the acquisition of company shares for employees as referred to in chapter 13, section 10, and to 
      the presumption that a loss is caused negligently as referred to in chapter 22, sections 1 and 2.