Insights | August 24, 2020

Finalized: Roschier’s report on the amendment needs of the Finnish Companies Act

A year-long project has resulted in a comprehensive report on amendments needed to be undertaken for the renewal of the Finnish Companies Act, for it to remain a competitive asset for Finland. In the report, Roschier's team of experts, led by Partner Manne Airaksinen, offers dozens of amendment suggestions, divided into five main topics, on the updates needed to the current Companies Act.

The five main topics discussed in the 400-page report concern the digitalization of limited liability companies, the definition of the purpose of the company, adapting regulatory structures to new ways of working, access to justice, as well as general regulatory streamlining.

“The suggested amendments reflect the rapidly developing and changing world, also impacting companies. The report discusses corporate social responsibility mostly from a climate change perspective, and while digitalization was chosen as one of the key areas of reform a year ago, the onset of COVID-19 concretely demonstrated the need for changes to the way in which decisions are made by general meetings”, says Manne Airaksinen.

Extensive experience of corporate issues

The Roschier team was appointed by the Prime Minister’s Office to review the Companies Act last year. The decision to commission a thorough review was based on a 2015 review memorandum by the Ministry of Justice on the need to amend the Companies Act.

“We were asked to produce this report since our expertise in the field is well known. We were heavily involved in the work with the preparatory phase of the Companies Act in 2006”, says Airaksinen, who was the chair of the company law working group in 2001-2003 and is also Professor of Practice at the Faculty of Law at University of Lapland.

The report Selvitys osakeyhtiölain muutostarpeista kilpailukykytekijänä was presented to the Ministry of Justice in the beginning of June and was published today .

The Ministry of Justice has also published a news item (in Finnish and Swedish) on the subject.

Roschier’s team comprised Partner Manne Airaksinen, Corporate Counsel Vesa Rasinaho, Senior Associate Minna Vammeljoki and Associates Matias Oikarinen, Anni Alitalo and Johanna Puukka.

At the same time, a study by Tampere University and University of Lapland was published, a study of clarification and potential narrowing of creditor protection norms in the Finnish Companies Act (in Finnish). The reports are closely linked.