Implementation and scope

1. The Second Company Law Directive was implemented into Finnish law mainly in the total reform of the Companies Act in 2006 (624/2006). In accordance with the Second Company Law Directive, julkinen osakeyhtiö is the public limited liability company to which the Directive applies.

The Companies Act is applicable to both public limited liability companies and private limited liability companies. According to a Ministry of Justice memorandum dated 30 January 2008, the amendments introduced by the Directive 2006/68/EC gave no reason to make any considerable amendments to the Companies Act.

Application of Finnish law

2. Finland follows the incorporation theory. A legal entity is governed by the laws of Finland if it has been incorporated in Finland.

Minimum information to be included in the articles of association and related documents

General remarks

3. A public limited liability company is incorporated by way of a written memorandum of association, signed by all shareholders. The articles of association shall be attached to the memorandum of association.

Information to be included in the memorandum of association

The memorandum of association shall include the following information:

1. (i) the date of the memorandum;

2. (ii) all shareholders and the quantity of shares subscribed for by each of them;

3. (iii) the share price to be paid to the company (“subscription price”);

4. (iv) the time when the share price is to be paid;

5. (v) the members of the board of directors of the company; and

6. (vi) the auditors of the company, when applicable.

The memorandum of association of a public company shall indicate the costs of incorporation to the company or the estimated maximum amount of such costs, as well as the possible perquisites of the shareholders who have signed the memorandum of association.