Removing and Appointing Company Directors in Finland (2026): Procedure, Resolutions & Filings

Removing company directors Finland procedures demand precision: a single missed step in the shareholders’ resolution, the minutes or the Trade Register filing can leave a change of board legally ineffective or expose the company to a damages claim. This guide sets out the exact procedural steps for appointing and removing directors in a Finnish limited company (osakeyhtiö), including who holds the authority to act, the voting thresholds that apply, the documents required by the Finnish Patent and Registration Office (PRH) and the realistic timelines for completing a registration. It is written for company secretaries, general counsel, shareholders and directors who need a compliance-grade, citation-led reference rather than a general overview.

Where governance has moved up the agenda for Finnish boards in 2025 and 2026, the practical premium lies in getting the mechanics right the first time.

Overview, What this guide covers

Finnish company law is governed principally by the Limited Liability Companies Act (osakeyhtiölaki, 624/2006), published through Finlex, with registration procedures administered by the PRH Trade Register. This guide covers both private limited companies (Oy) and public limited companies (Oyj), and addresses the three most common scenarios: removing a sitting director, appointing a new director, and processing a director’s resignation.

The immediate outcomes a reader should be able to achieve after following this guide are a validly adopted resolution to remove or appoint a director, a correctly minuted shareholders’ or board meeting, and a completed PRH notification that updates the public register entry. The guide also explains the differences between removal with and without cause, the risk of damages claims where a service contract exists, and the additional disclosure obligations that apply to listed companies.

Throughout, legal rules are grounded in the Limited Liability Companies Act via Finlex, and procedural filing requirements are grounded in PRH guidance. Because articles of association can vary quorum and notice rules, every procedure below begins with the same instruction: check the company’s own articles before acting.

Eligibility, Who can appoint or remove directors

Types of Finnish companies: Oy vs Oyj

Finland recognises two principal limited-liability company forms. The private limited company (osakeyhtiö, abbreviated Oy) is the standard vehicle for most businesses and is not listed on a regulated market. The public limited company (julkinen osakeyhtiö, abbreviated Oyj) can offer its shares to the public and, where listed, is subject to securities regulation and the Corporate Governance Code for Finnish listed companies in addition to the Limited Liability Companies Act. The governance mechanics for board changes are broadly similar, but an Oyj faces extra market-disclosure obligations layered on top of the standard PRH filing.

Who has the authority: shareholders’ meeting, board and supervisory board

As a general rule under the Limited Liability Companies Act, the board of directors is elected by the shareholders’ meeting, and the shareholders’ meeting correspondingly holds the power to remove directors it has appointed. This is the default allocation of authority, and it is the starting point whenever you are removing company directors Finland rules apply to.

Two qualifications matter. First, the articles of association may provide that some or all directors are appointed by a supervisory board (hallintoneuvosto) where one exists, in which case the appointing body also holds the corresponding power of removal. Second, under the Act a board member may generally be removed by the body that elected them. Before any meeting, confirm from the articles which body is competent to act, what the notice period is, and whether any enhanced majority applies to director elections or removals.

Step-by-step procedure for removing company directors Finland and appointing replacements

This is the core of the guide. Follow the numbered steps in order. Each sub-procedure assumes a private limited company (Oy) unless stated otherwise, and each ends with the point at which the PRH filing is triggered.

Removing a director, shareholder removal (private limited company)

1. Check the articles of association and any director agreements. Confirm which body appoints and removes directors, the notice period for a shareholders’ meeting, any quorum requirement and whether an enhanced majority is specified. Separately, review the managing director’s service contract, if any (note that under Finnish law a board member is an office-holder rather than an employee of the company). The corporate right to remove a director is distinct from the contractual consequences of doing so, a valid removal can still generate a contractual claim where a separate service contract exists.
2. Convene the shareholders’ meeting. The board (or the party authorised in the articles) issues the notice of meeting. The notice must comply with the method and timing set out in the articles and the Limited Liability Companies Act. Where the articles are silent, follow the statutory default notice period for the type of meeting concerned. The notice should identify the proposal to remove the named director as an agenda item so that shareholders can prepare.
3. Draft the resolution to remove the director. Prepare the resolution text in advance. Sample language in English: “The shareholders’ meeting resolves to remove [Full Name] from the board of directors of [Company Oy] with effect from [date]. The resolution was carried with [number] votes in favour and [number] against.” A Finnish-language version should be prepared for the official minutes where the company operates in Finnish.
4. Vote and record the minutes. Put the resolution to the vote. Unless the articles require a higher threshold, an ordinary majority of the votes cast at a properly constituted meeting is sufficient to remove a director. The chair and, where required, the person verifying the minutes must sign them; the minutes must record the outcome, the number of votes, the effective date and the identity of the director removed. The minutes are the evidentiary basis for the PRH filing.
5. Take immediate post-removal actions. Verify that the board still has the minimum number of directors required by the articles and the Limited Liability Companies Act. If the removal leaves the board below the required number or without a validly constituted quorum, appoint a replacement at the same meeting. Address practical consequences, revoke authorisations, update signatory mandates and notify the company’s bank once the PRH entry is updated.

The point to emphasise when removing company directors Finland law allows is that the corporate act and the contractual consequences run on separate tracks. Shareholders can generally remove a director, but if that person also holds a managing director (toimitusjohtaja) contract, a separate termination process and potential liability may follow.

Removing a director, board action and internal board appointments

The board itself does not generally hold the power to remove a director elected by the shareholders. Where a director’s position terminates before the end of the term, for example, through resignation, and the articles or the Act permit, a replacement may need to be elected for the remainder of the term. If the board cannot be kept functional, the party that elected the director should arrange a new election. Any interim arrangement should be minuted, should state its basis, and must still be notified to PRH. The limits on board self-appointment are set by the articles and the Limited Liability Companies Act, so confirm the authority before the board acts.

Appointing a director, AGM versus board appointment

1. Confirm the authority to appoint. The default is that the shareholders’ meeting (typically the annual general meeting) elects directors. A supervisory board may appoint directors only where the articles grant it that power. Establish which route applies before issuing any notice.
2. Obtain candidate consent and run conflict checks. Secure the proposed director’s agreement to serve and the personal details PRH needs for registration. Run conflict-of-interest and eligibility checks. Note that a board member must be a natural person, must not be a minor, must not be in bankruptcy and must not be subject to a business prohibition or have a guardian appointed. Confirm any residency conditions: under the Act, at least one ordinary board member must reside in the EEA unless PRH grants an exemption.
3. Pass the appointment resolution. Put the election to the vote. Sample language: “The shareholders’ meeting resolves to elect [Full Name] as a member of the board of directors of [Company Oy] with effect from [date]. The resolution was carried with [number] votes in favour.” Record the result, the effective date and the appointee’s details in the minutes.

Director resignation procedure

A director may resign of their own accord. The resigning director should submit a signed notice of resignation to the board. The resignation takes effect at the earliest when the company has been notified, or as otherwise provided, but the company remains responsible for notifying the change to PRH. Because the Trade Register entry is a public record on which third parties rely, a resignation that changes the register must be filed with PRH (the resigning director may also themselves notify PRH of their departure) so that the register reflects the current board. Where a resignation leaves the board short of its minimum, the person who elected the director must arrange a new election for the remainder of the term.

Registering the change with the Finnish Trade Register (PRH)

1. Identify the authorised filer. The company notifies PRH of a director change. Filing is normally completed by a person entitled to represent the company, or by an authorised agent acting under a power of attorney.
2. Use the PRH electronic service. PRH operates an electronic notification service (via ytj.fi) for Trade Register changes. Electronic filing is faster and cheaper than paper and is the recommended route for a director change. Consult the current PRH instructions at the time of filing, because form names and service routes are periodically updated.
3. Provide the required information and documents. Provide the details evidencing the decision (the minutes or resolution where PRH requires an attachment), the appointed director’s details and, where applicable, a power of attorney where an agent files. PRH will verify the identity details of any new director; a Finnish personal identity code or an alternative identifier is required for registration.
4. File without undue delay. Submit the notification promptly after the resolution is passed. The public register should reflect the current board as soon as practicable, and delay can create liability and reliance problems for third parties dealing with the company.

Required documents

The documents below are a combination of mandatory filings and common supporting items. Minutes and resolutions should be signed in accordance with the Limited Liability Companies Act and the articles. PRH processes notifications in Finnish and Swedish; documents in other languages, including English, may require a translation, and documents originating outside Finland may require certification or apostille. A new director’s identity details are mandatory for registration.

Timeline & deadlines

The timeline below assumes a straightforward, uncontested change. The notice period for a shareholders’ meeting is driven by the articles of association and the Limited Liability Companies Act, so confirm the figure before scheduling. PRH processing times for electronic notifications are typically a few business days, but the actual duration depends on PRH workload and the completeness of the filing. Treat the durations below as working estimates and verify current PRH processing times at the point of filing.

Costs / fees

The principal direct cost of removing company directors Finland involves is the PRH Trade Register notification fee, which is lower for electronic filings than for paper. PRH fees vary by service and are periodically revised, so confirm the current fee schedule on the PRH website before filing. Professional fees for drafting resolutions and advising on a contested removal are the larger variable, and translation, certification or apostille costs arise where documents are in a foreign language or originate abroad.

What changes in 2026

The underlying statutory framework for appointing and removing directors, the Limited Liability Companies Act, remains the governing instrument in 2026, and the core allocation of authority between shareholders and the board is unchanged. The practical developments to watch are administrative rather than statutory: PRH continues to expand and refine its electronic notification services, and filers should expect e-service workflows to be the standard, with paper filing increasingly the exception. For listed companies, the Corporate Governance Code for Finnish listed companies continues to shape board-composition practice and disclosure expectations. Confirm any current-year updates to filing procedures and fees directly with PRH, and monitor Ministry of Justice publications for legislative changes before relying on this section for a specific transaction.

Common pitfalls & practical tips

• Not reading the articles first. The articles may set an enhanced majority, a longer notice period or a special quorum. Acting on default assumptions can invalidate the resolution.
• Inadequate notice of the meeting. Defective notice is one of the commonest grounds for challenging a shareholders’ resolution. Give the full period and identify the removal as an agenda item.
• Missing director details or identification. PRH will not register a new director without the required identity details. Collect these before the meeting.
• Late PRH filing. The public register must reflect the current board without undue delay. Delay creates reliance risk for third parties and potential liability.
• Ignoring the managing director’s service contract. A valid corporate removal of a board member does not of itself terminate a separate managing director contract; failing to handle the contract separately risks a damages claim.
• Leaving the board below its minimum. If removal or resignation drops the board below the required number, appoint a replacement at the same time or convene a meeting promptly.
• Forgetting the EEA-residency requirement. At least one ordinary board member must reside in the EEA unless PRH has granted an exemption, check this before the change takes effect.
• Forgetting bank and signatory updates. Update signatory mandates and internal authorisations once the PRH entry is amended, not before.
• Poorly drafted minutes. Minutes that omit the vote count, the effective date or the director’s full details will not support a clean PRH filing.
• Overlooking disclosure for listed companies. An Oyj must consider securities and market-disclosure obligations alongside the PRH notification.
• Treating a contested removal as routine. Where a removal is disputed, document the reasons, the process and the minutes carefully, and take legal advice before acting.

Oy versus Oyj and removal with or without cause

The two tables below summarise the differences practitioners most often need when planning a board change.

Conclusion

Removing company directors Finland involves is a structured, document-driven process rather than an informal act: check the articles, give proper notice, pass a clearly minuted resolution with the correct majority, and file the change with PRH without undue delay. The corporate steps are usually straightforward, but the surrounding risks, service contracts, damages claims, board-minimum shortfalls, the EEA-residency requirement and, for listed companies, disclosure duties, are where errors become costly. Grounding each decision in the Limited Liability Companies Act and in current PRH guidance, and documenting the process carefully, is the surest way to make a board change effective and defensible.

For contested removals or any situation involving a managing director’s service contract, obtain advice from a Finland-licensed company law specialist before acting.

For further support, see the Company practice area, Finland and Find a company lawyer in Finland, GLE directory.

Sources

1. Finlex, Legislation & translations (Limited Liability Companies Act 624/2006)
2. Finnish Patent and Registration Office (PRH), Companies / Trade Register
3. Business Information System (YTJ), electronic notifications
4. Ministry of Justice, Finland
5. Finnish Bar Association (Asianajajaliitto)
6. Corporate Governance Code for Finnish listed companies
7. European e-Justice, Business registers (Finland)