Closing a Finnish limited company (Oy) in 2026: the liquidation guide

Quick answer: a Finnish limited company (osakeyhtiö, Oy) cannot be closed just by notifying the authorities. When its assets cover its debts, it is dissolved through liquidation. The shareholders decide to put the company into liquidation and appoint a liquidator, and a public summons to creditors is applied for. Once the debts are paid, what is left goes to the shareholders and the liquidator presents the final settlement. The fees of the Finnish Patent and Registration Office (PRH) total 255 EUR, and according to PRH the procedure takes at least five months.

A dormant company does not disappear from the register on its own. Financial statements and a tax return are due for every financial period, even with no business at all. If you live abroad, two things matter more than usual: where the liquidator lives, and the fact that PRH filings are made in Finnish or Swedish.

1. Why a dormant company keeps costing money

As long as the company is in the Trade Register, its obligations continue:

• Financial statements for every financial period. They are filed with the Trade Register within eight months of the end of the period. The late filing fee is 150 EUR if the filing is up to two months late and 300 EUR if it is two to four months late. If the financial statements have not been filed within a year of the end of the period, the fee is 600 EUR. If the filing is late for two or more consecutive periods, the fee is doubled (Trade Register Act 564/2023, section 25).
• A tax return for every financial period. The Finnish Tax Administration says that neglecting tax matters leads to penalties, such as a punitive tax increase.
• A notice of termination is not enough. According to the Tax Administration, an Oy has to be dissolved through a lawful procedure, such as liquidation.

PRH does not deregister a company just because it is inactive. It must order a company into liquidation or deregister it in the situations listed in the law, for example when the financial statements have not been filed within a year of the end of the period despite a reminder (Limited Liability Companies Act, chapter 20, section 4). According to PRH's instructions, it first imposes the late filing fee for periods that ended on or after 1 December 2024. The reminder is published in the Official Journal at least three months before the deadline (chapter 20, section 5).

Deregistration is not dissolution either. The assets of a deregistered company cannot be distributed to the shareholders without liquidation. The only exception: after five years, the company's representatives may distribute the assets if they amount to no more than 8,000 EUR and there are no known creditors. Those who receive the assets are then liable for the company's debts up to the amount they received (chapter 20, section 22). According to the Tax Administration, deregistration does not end the duty to file tax returns and pay taxes.

2. Liquidation, bankruptcy or merger

• Liquidation is the usual route when the assets cover the debts. The steps are below.
• Bankruptcy, when the company cannot pay its debts. A court decides on the application of the company or a creditor. If it turns out during liquidation that the assets do not cover the debts, the liquidator must file for bankruptcy (chapter 20, section 7).
• Merger or demerger, where the assets and liabilities pass to another company and the company dissolves without liquidation.

In addition, PRH orders a company into liquidation or deregisters it in the situations listed in the law, for example when the company has no competent board, its financial statements have not been filed, or its bankruptcy has lapsed for lack of funds (chapter 20, section 4). This is not a route the company can choose.

Suspending the business is not entered in the Trade Register, and a pause does not remove the duty to prepare and file financial statements.

3. Liquidation step by step

1. Decision to liquidate. The general meeting decides to put the company into liquidation. The decision needs two thirds of the votes cast and of the shares represented at the meeting (chapter 20, section 3, and chapter 5, section 27). The notice of meeting goes out no earlier than two months and no later than one month before the meeting, unless the articles of association require a longer period. If all shareholders agree, they can decide without a meeting. The decision is written down, dated, numbered and signed. If there is more than one shareholder, at least two of them sign it (chapter 5, section 1). The liquidator is appointed at the same time and replaces the board and the managing director (chapter 20, section 9). Liquidation starts from the decision unless a later date is set (chapter 20, section 8).
2. Registration. The liquidator files a notification of the liquidation and the liquidator with the Trade Register without delay (chapter 20, section 10). PRH's fee is 55 EUR, paid before filing. The notification is made with PRH's online form, because paper forms have not been accepted since 1 January 2026, and the forms must be completed in Finnish or Swedish.
3. Public summons to creditors. The liquidator applies to PRH for a public summons (chapter 20, section 14), which can be done in the same filing. It has to be applied for even if the company has no known creditors. The application costs 200 EUR. PRH publishes the notice in the Official Journal at least three months before the due date. The liquidator informs the known creditors of the summons and the list of creditors at least one month before the due date (Public Summons Act 729/2003, sections 4 and 5). A debt that has not been notified and is not otherwise known lapses after the due date (section 8).
4. Accounts and financial statements. If the financial statements for the period before liquidation have not yet been presented to a general meeting, the liquidator prepares them (chapter 20, section 11). Bookkeeping continues during liquidation, with financial statements and an annual report for each financial period (chapter 20, section 13).
5. Debts are paid and assets distributed. Once the due date of the public summons has passed and the known debts are paid, the liquidator distributes the remaining assets to the shareholders in proportion to their shares, unless the articles of association say otherwise. Funds are set aside for debts that are disputed or not yet due (chapter 20, section 15).
6. Final settlement. The liquidator writes a report on the whole liquidation and the distribution of assets, attaches the financial statements for the liquidation period and calls the shareholders to a general meeting (chapter 20, section 16). The company is dissolved once the final settlement has been presented to the general meeting (chapter 20, section 17).
7. Final filings. The liquidator files the dissolution with the Trade Register without delay and the final settlement within two months of its approval. Both filings are free. The dissolution filing also names the person who keeps the accounting records after the company has been dissolved.

4. How long it takes

According to PRH, liquidation takes at least five months. Most of that time comes from the public summons: the notice is published at least three months before the due date, and the assets are distributed only after that date.

We don't put a number on PRH's processing times, because they vary. You can follow the filings in PRH's Virre service.

5. The liquidator and the EEA rule

The liquidator runs the company during liquidation, and mostly the same rules apply to them as to the board (chapter 20, section 9). The liquidator can be a shareholder or an outside person. A legal person such as a company cannot be a liquidator, and neither can a minor, a person who is bankrupt or subject to a business prohibition, or a person under guardianship or with restricted legal capacity (chapter 6, section 10).

The EEA rule. At least one liquidator must live in the European Economic Area (EEA), unless PRH grants a permit (chapter 6, section 10). PRH says the principles for board members apply to liquidators as well. Whether a permit is needed depends on residence, not nationality.

For board members, PRH has granted permits without conditions to people living permanently in Switzerland and to US citizens living in the United States. In practice, Finnish citizens living permanently in the US have also received one. Others have received a permit only on condition that someone who lives in the EEA or Switzerland, or a US or Finnish citizen living in the US, serves alongside them. PRH decides each application separately. So if none of the shareholders lives in the EEA or belongs to these groups, the liquidator in practice has to be someone who lives in the EEA. A permit is applied for separately for each person, and each application costs 150 EUR plus a 6.50 EUR invoicing fee.

If nobody representing the company lives in the EEA, for example when the only liquidator lives in Switzerland, the company also needs a representative living in Finland to receive legal documents on its behalf (elinkeinotoimintalaki 565/2023, section 6).

If none of the shareholders can act as liquidator, our accountant can take on the role once we have gone through the company's situation.

6. Tax

• The company's tax returns: a dissolving company files a tax return for every financial period up to the end of its last period. Its last tax year ends on the day the liquidator presents the final settlement to the general meeting.
• Tax registers: when the dissolution is filed, the information goes to the Tax Administration in the same filing, and the Tax Administration removes the company from its registers. The last VAT and employer returns are filed and the taxes paid as usual.
• Distributed assets: in the dissolving company's taxation, the assets distributed to the shareholders are treated as sold at their probable sale price, that is, fair market value (Income Tax Act 1535/1992, section 27, and Business Income Tax Act 360/1968, section 51 d).
• Shareholders taxed in Finland: for an individual, the assets received are the sale price of the shares. If they exceed what the shares cost, the difference is a capital gain. For a shareholder that is itself a company, the distribution may be tax-exempt (Business Income Tax Act, section 51 d).
• Shareholders living abroad: check how your country of residence and any tax treaty treat the distribution. Finland may tax a non-resident too, for example when more than half of the company's assets consist of real estate in Finland (Income Tax Act, section 10).
• Records: the bookkeeping and financial statements are kept for 10 years and the vouchers for 6 years.

7. What it costs

• PRH: 255 EUR in total, that is 55 EUR for registering the liquidation and the liquidator and 200 EUR for the public summons. Filing the dissolution and the final settlement is free. PRH's fees carry no VAT.
• Liquidation with us: a fixed fee of 1,500 EUR. It covers the general meeting decision and minutes, registering the liquidation and the liquidator, the public summons, notifying the known creditors, the financial statements from the start of the current financial period to the start of liquidation, bookkeeping and financial statements during liquidation, the final settlement, the dissolution and final settlement filings, the tax returns and removal from the tax registers. We prepare the Finnish filings and documents and work with you in English.
• Liquidator: if none of the shareholders can act as liquidator, our accountant can take on the role, and the fee is agreed separately.

The fixed fee assumes that the financial statements and tax returns are done up to the last financial period that has ended. If any are missing, we agree their price with you before we start. Finnish VAT of 25.5% is added to our fees. You pay what this page says. Nothing else goes on the invoice unless we've agreed it with you first.

8. Common mistakes

1. Distributing the assets too early. The assets are distributed only after the due date of the public summons, once the known debts are paid. An advance on a shareholder's share can be paid only against security (chapter 20, section 15).

2. A liquidator who lives outside the EEA. Without a liquidator living in the EEA, a PRH permit is needed, and PRH does not grant it to everyone.

3. Forgetting to file the final settlement. Besides the dissolution, the final settlement is filed with the Trade Register within two months of its approval.

Sources

• Limited Liability Companies Act (osakeyhtiölaki) 624/2006, chapter 5 sections 1 and 27, chapter 6 section 10 and chapter 20. Finlex, consolidated text of 16 June 2026, checked 30 September 2026.
• Trade Register Act (kaupparekisterilaki) 564/2023, section 25. Finlex, checked 30 September 2026.
• Public Summons Act (laki julkisesta haasteesta) 729/2003, sections 4, 5 and 8. Finlex, checked 30 September 2026.
• Income Tax Act (tuloverolaki) 1535/1992, sections 10 and 27, and Business Income Tax Act (laki elinkeinotulon verottamisesta) 360/1968, section 51 d. Finlex: Income Tax Act and Business Income Tax Act, checked 30 September 2026.
• Elinkeinotoimintalaki 565/2023, section 6. Finlex, checked 30 September 2026.
• PRH: Closing a limited liability company (updated 3 February 2026), Notification of liquidation and liquidators, Application for public summons and Notification of dissolution and final settlement (all updated 17 June 2026), Order of liquidation or deregistration (updated 18 March 2026), Permits to persons from outside the EEA and its fuller Finnish version Luvat ETAn ulkopuolella pysyvästi asuville (updated 24 March 2026), and the fees in PRH's price list for liquidation and bankruptcy matters (in Finnish, 1 January 2026).
• Finnish Tax Administration: Toiminnan lopettaminen (in Finnish, updated 28 October 2025), Veroilmoitukset ja tuloverotus, kun yritystoiminta loppuu (in Finnish) and guidance VH/2188/00.01.00/2026, section 12.14 (in Finnish).