New amendments to the Trade Register Act came into effect on 1st January 2025, emphasizing the responsibility of companies to keep their Finnish Trade Register details up to date. Here is a summary of the key changes:
Fee for late submission of Financial Statements: Companies will incur a fee for late submission if they do not register their financial statements with the Finnish Trade Register within 8 months of the end of their financial period.
Negligence fee: Companies will face a negligence fee if they fail to correct incomplete or incorrect details in the register despite being prompted to do so.
Re-registration Opportunity: Companies removed from the Finnish Trade Register or placed under investigation in 2023 or later can apply for re-registration or to end the investigation.
Note that since 2024, the Finnish Patent and Registration Office (PRH) has had the authority to place a company under investigation or even remove it entirely from the Finnish Trade Register if it fails to report financial statements or beneficiary owner details, or correct deficiencies or errors within the specified timeframe, despite receiving requests. A company removed from the Finnish Trade Register cannot conduct business.
Introduction of Penalty Fees in 2025
Starting from 2025, the PRH can impose new fees. Incomplete or incorrect register details, such as incorrect address details or errors in the composition of the board, can result in fees.
Fee for late submission of Financial Statements
The PRH can impose a fee for late submission if a company does not register its financial statements with the Finnish Trade Register within 8 months of the end of its financial period. The fees are as follows:
- Up to 2 months late: €150
- 2-4 months late: €300
- More than 4 months late or not registered at all: €600
- The fee is doubled if the company is a public limited company or a European company, or if the financial statements have not been reported on time for two or more consecutive financial periods.
Negligence fee for Uncorrected Errors
The PRH can impose a negligence fee if a company fails to correct incomplete or incorrect details in the register despite being prompted to do so (e.g., missing address or board information, or errors in beneficiary owner details). The fees are:
- €300
- €600 for public limited companies and European companies.
- If the company still does not make the corrections after the first fee, the PRH will send a new request. If the company continues to fail to make the corrections, the PRH will impose a negligence fee that is double the amount of the first fee.
Annual Obligation to Review Finnish Trade Register Details
Starting from 2027, limited liability companies and co-operatives must review the details registered in the Finnish Trade Register annually. Failure to do so may result in a negligence fee. This obligation also applies to European companies, European co-operatives, and foreign traders who have established a branch in Finland.
Opportunity to Re-register
A company removed from the Finnish Trade Register can apply to the PRH for re-registration or to end the investigation if it was removed or placed under investigation in 2023 or later.
The PRH can approve the application if the following conditions are met:
- The company corrects the deficiencies or errors that led to its removal or investigation, such as reporting missing financial statements.
- The company corrects all deficiencies or errors in the Finnish Trade Register details.
- The company has paid all legally binding fees imposed by the PRH.
- The company has not been dissolved, or its assets have not been distributed in the investigation proceedings.
- There are no other legal obstacles to re-registration or ending the investigation, such as obstacles to registering the trade name.
The application costs €370 and must be paid in advance. The conditions for re-registration for companies removed from the Finnish Trade Register before 2023 remain unchanged.
What Should Companies Do Now?
- Check that your register details are up to date.
- Ensure that your beneficiary owner details are current.
- Make sure that your financial statements are registered on time.
For more information about the amendment and its impacts, visit the PRH website.
