How to Increase Share Capital in Finland (2026): Step-by-step Guide

Share capital increase Finland procedures are governed by the Finnish Companies Act (Osakeyhtiölaki 624/2006) and administered through the Finnish Patent and Registration Office (PRH). As Finnish companies prepare for the 2026 funding cycles, including Horizon Europe applications and research co-financing arrangements, the demand for well-executed capital raises has intensified. This guide sets out the complete practical procedure for a share capital increase Finland companies must follow in 2026: the approvals required, the documents to prepare, creditor-protection steps, realistic timelines, costs, and the registration process with the PRH. It is written for directors, in-house counsel, CFOs and business owners who need concrete, actionable steps rather than high-level summaries.

Who this guide is for: company directors, in-house counsel, CFOs and business owners planning capital raises in Finland in 2026.

What you will get: a step-by-step procedure, approval mechanics, creditor-protection measures, a documents checklist, timeline and cost tables, worked examples, and FAQs grounded in primary sources.

1. Overview, What a Share Capital Increase Is and When to Use It

A share capital increase is the process by which a limited liability company (osakeyhtiö) raises its registered equity base, typically by issuing new shares against payment or by converting existing reserves into share capital. Under the Companies Act, a company may increase its capital for several commercial reasons: to fund growth, strengthen the balance sheet ahead of a funding application, convert convertible debt into equity, or admit a new strategic investor. Each route carries distinct approval, creditor-protection and registration consequences.

It is worth noting that, under the current Companies Act, a private limited company need not have a minimum share capital, and shares may be issued without a nominal value. Share capital can also be increased without issuing new shares, for example by transferring funds into the share capital, so the mechanism should be matched to the commercial objective.

The appropriate mechanism depends on who is subscribing, whether fresh money is entering the company, and how existing shareholders are affected. Choosing the wrong route can trigger unnecessary creditor procedures, dilution disputes, or delays at the PRH. Before committing to a path, boards should confirm their authority, review any shareholders’ agreement, and model the dilution and tax effects.

Types of Capital Increases

• New shares for consideration. The company issues new shares in exchange for cash or contributions in kind. This is the most common route for a genuine capital raise.
• Bonus issue (capitalisation). Share capital is increased internally by transferring distributable reserves or other equity into the share capital account, without new money entering the company.
• Conversion of convertible debt. Loans or convertible instruments are converted into equity on pre-agreed terms, increasing share capital on conversion.
• Authorised / conditional capital. The general meeting authorises the board, within set limits and a defined period, to decide on a share issue, enabling faster execution when the opportunity arises.

2. Eligibility and Strategic Decisions Before You Start

Preparation determines how smoothly a share capital increase Finland transaction will proceed. The first question is one of authority: can the board decide the issue alone under an existing authorisation, or must the matter go to a general meeting? The second is strategic: which route best serves the commercial objective while managing dilution, creditor exposure and tax.

Is the Company Allowed to Increase Capital?

Check the Articles of Association for any share-class restrictions or consent requirements. Confirm whether an existing general meeting authorisation covers the proposed issue and remains in force. Review the shareholders’ agreement for pre-emption clauses, anti-dilution protections or veto rights that may override the statutory default. Finally, run a solvency and balance-sheet check, the board must be satisfied the transaction is sound and properly documented. Constraints under the Companies Act, the Articles, and private agreements must all be reconciled before any resolution is drafted.

Strategic Choice: Rights Issue vs Private Placement vs Bonus Issue

A rights issue preserves the pre-emptive rights of existing shareholders and minimises dilution for those who subscribe. A private placement directs the new shares to selected investors, faster to negotiate, but requiring a shareholder-approved deviation from pre-emptive rights. A bonus issue reallocates existing reserves into share capital without raising new cash. The choice drives the approval thresholds, the required documentation, and the overall timeline. Decide this early, because it dictates the entire document set.

3. Step-by-Step Procedure for a Share Capital Increase in Finland

The following flow sets out the sequence most Finnish capital increases follow. Each step should be executed with a short internal checklist and supporting documentation. Model resolution language referred to below is illustrative and must be adapted with counsel.

1. Board prepares the proposal or calls the meeting. The board prepares a written proposal describing the purpose of the increase, the number and class of shares, the subscription price, and the intended subscribers. Where the board holds a standing authorisation, it may resolve directly; otherwise it convenes the general meeting.
2. Draft the terms. Fix the issue price, subscription period, payment mechanics, share class and any conditions precedent. These terms become the backbone of the subscription documents and the PRH notification.
3. Determine pre-emptive rights and deviations. Decide whether existing shareholders exercise their statutory pre-emptive rights or whether a deviation is sought to direct shares to third parties. A deviation requires a qualified shareholder resolution and a weighty financial reason for the company.
4. Convene the shareholder meeting or obtain unanimous written consent. Issue notice in accordance with the statutory period and the Articles, enclosing the board proposal and supporting materials. Smaller companies may use unanimous written decisions of shareholders to compress the timetable.
5. Pass the resolution and record minutes. The general meeting adopts the resolution to increase capital (or authorise the board). Minutes are drawn up, signed and retained in the company’s records; they evidence the decision for PRH filing.
6. Observe any applicable creditor-protection measures. Where a statutory creditor procedure applies to the route chosen (for example, certain reductions or structural changes), publish and send the required notices and observe the waiting period before completing the relevant registration steps.
7. Run subscription, payment and allotment. Shareholders or investors subscribe within the subscription period and pay the subscription price. Payment is confirmed through bank records before allotment is finalised.
8. Register with the PRH and amend the Articles. File the registration notification with the PRH, accompanied by the resolution, the allotment decision and proof of paid-in capital. Amend the Articles where the share capital figure or share structure is stated in them.
9. Update the share register and issue certificates. Enter the new shares and shareholders in the company’s share register; issue share certificates only where the company uses them.
10. Complete post-registration filings. Attend to any tax reporting and disclosure obligations arising from the increase.

Step / Who / Duration Timeline Table

Durations above are estimates and vary with PRH e-service speed, transaction complexity and the chosen route. Steps 3, 4 and 8 in particular warrant lawyer sign-off, because errors there are the most costly to unwind. Note that a share issue for consideration must generally be registered with the PRH without undue delay after the shares have been fully paid; confirm the applicable deadline against the current Companies Act text.

Pre-emptive Rights and Deviation Mechanics

Under the Companies Act, existing shareholders generally hold pre-emptive rights to subscribe for new shares in proportion to their holdings in a share issue for consideration. A deviation from these rights, the mechanism underpinning a private placement, is permitted only where there is a weighty financial reason for the company and the resolution is carried by the required qualified majority at the general meeting. The deviation must be documented carefully in the resolution and minutes, including the rationale, so that the decision can withstand later challenge. Where a shareholders’ agreement grants enhanced pre-emption, those contractual rights must also be addressed. Relevant case law interpreting pre-emptive rights and allotment disputes should be consulted where the structure is contentious.

4. Required Documents

A clean document set is the single biggest driver of a fast PRH registration. Prepare the following for the shareholder meeting, the PRH filing and investor due diligence. Keep clear records of what is filed with the PRH versus what is retained in the corporate file.

What to File With PRH vs What to Keep in Corporate Records

The PRH filing centres on the registration notification, confirmation that the subscribed shares have been paid to the company, the allotment decision and, where relevant, the amended Articles. The subscription agreements, detailed minutes, board proposal and due-diligence materials are generally retained in the company’s own records rather than filed, though the PRH may require specific annexes. Maintaining a complete, indexed corporate file protects the company if the registration or allotment is later questioned.

5. Timeline and Deadlines, Notice Periods and PRH Processing

Timing for a share capital increase Finland transaction is driven by three variables: the notice period for the general meeting, any waiting period applicable to the route, and the PRH processing window. Notice periods for the meeting depend on company type and the Articles; unanimous written decisions of shareholders can remove this step entirely in closely held companies. PRH processing is typically faster through e-services than paper filing.

Typical Calendar Example

For a small private company running a rights issue with cooperative shareholders, the realistic end-to-end timeline is often around 30–45 calendar days: a short board-preparation phase, a compressed meeting process (frequently by unanimous written decision), a subscription window of two to three weeks, and PRH registration after filing a complete notification.

A private placement to a single negotiated investor can be faster still, around two to six weeks, because the subscriber is identified in advance and the subscription period can be short. Always verify the applicable periods against the current Companies Act text on Finlex and PRH guidance, as processing times are periodically updated.

6. Costs and Fees

Costs scale with transaction complexity. A straightforward private-company increase sits at the lower end of each range; a multi-investor placement with foreign documents and due diligence pushes toward the upper end. The figures below are indicative estimates and should be confirmed against current PRH and professional rates before budgeting.

The PRH publishes its current registration fees on its website; always confirm the applicable fee for a share issue notification (and whether e-filing applies) before budgeting.

7. What Changes in 2026, Practical Implications

The core statutory framework for a share capital increase Finland remains anchored in the Companies Act, and readers should treat any deadline or threshold as valid only against the current consolidated text on Finlex. On the demand side, many companies continue to raise capital to support 2026 Horizon Europe applications and R&D co-financing, where a stronger equity base can support eligibility and matching-fund arrangements.

On the administrative side, companies should watch for continued upgrades to PRH e-services, which tend to shorten registration times, and for evolving practice on remote and hybrid shareholder meetings. Before relying on any specific deadline, confirm the “last updated” date of this guide and check the Companies Act on Finlex and PRH guidance for any recent amendments.

8. Common Pitfalls and Risk Mitigation

Most failed or delayed increases trace back to a small set of recurring errors. Each is avoidable with disciplined process and early counsel.

• Ignoring pre-emptive rights. Directing shares to third parties without a properly approved deviation and a documented weighty financial reason exposes the resolution to challenge. Mitigation: treat the deviation as a standalone, carefully minuted decision.
• Missing the registration deadline. A share issue for consideration must generally be registered with the PRH without undue delay once the shares are fully paid; delay can jeopardise the issue. Mitigation: track the deadline and prepare the notification in advance.
• Incorrect or incomplete PRH filings. Missing confirmation of payment, an unsigned allotment decision or an outdated form causes rejection and lost time. Mitigation: use a PRH checklist and file electronically.
• Failing to amend the Articles. Where the share capital figure or structure is stated in the Articles, forgetting to amend and file them leaves the register inconsistent. Mitigation: build the amendment into the same filing package.
• Tax reporting oversights. Treating a loan conversion as a cash subscription, or overlooking reporting obligations, creates downstream exposure. Mitigation: obtain tax advice before fixing the structure.

9. Comparison: Rights Issue vs Private Placement vs Bonus Issue

10. Worked Examples

Example A, Small private company rights issue of EUR 300,000. A closely held company with three cooperative shareholders decides to raise EUR 300,000 pro rata. The board prepares the proposal and terms in the first week. Because all shareholders agree, the company uses a unanimous written decision of shareholders instead of formal notice, adopting the resolution immediately. A two-week subscription window follows, with payments confirmed by bank statements. The allotment decision and register update are completed within days, and a complete e-filed PRH notification is submitted once the shares are paid. Total elapsed time is roughly 30–40 days, with no deviation required because pre-emptive rights are respected.

Example B, Private placement to an investor for EUR 1,000,000. A growth company admits a single strategic investor. Because the shares are directed away from existing shareholders, the general meeting must approve a deviation from pre-emptive rights, supported by a documented weighty financial reason. Counsel drafts the subscription agreement, investor protections and the deviation resolution. After the meeting, a short negotiated subscription period applies, funds are paid into the company, and the Articles are amended where needed to reflect the new capital. With the investor identified in advance, the transaction can complete in roughly four to six weeks.

12. Practical Templates and Next Steps

A successful share capital increase Finland transaction depends on getting the sequence, approvals and documentation right from the outset. Standardised starting points, a sample shareholder resolution, a notice of meeting, a subscription form, and a PRH registration checklist, can accelerate execution, but each must be adapted to the company’s Articles, shareholders’ agreement and the specific route chosen. All templates should be treated as illustrative and reviewed with legal counsel before use. Before relying on any deadline or threshold in this guide, confirm the current position against the Companies Act on Finlex and PRH guidance, and seek qualified advice on the tax aspects of your transaction.

Sources

1. Finnish Companies Act (Osakeyhtiölaki 624/2006), consolidated text on Finlex
2. Finlex, Supreme Court judgments (company law precedents)
3. Finnish Patent and Registration Office (PRH), company information and filing guidance
4. Ministry of Justice Finland, corporate law guidance
5. Finnish Bar Association (Suomen Asianajajaliitto)
6. European Commission, Horizon Europe work programmes
7. Finnish Tax Administration (Vero), corporate taxation guidance