General reform of the Trade Register Act – new Trade Register Act effective as of 1 June 2023
Last year the government issued a proposal according to which the Trade Register Act would be reformed completely. The Parliament passed the proposal in February 2023 and the new Trade Register Act came into effect 1 June 2023, even though part of the regulations will be applied as of 1 January 2025 and 1 January 2026.
Electronic use of the Trade Register becomes mandatory
The new Trade Register Act obliges companies to use the online service of the Trade Register as of the beginning of the year 2026. The obligation does not concern private traders, foundations or associations. The obligation means that start-up notifications, notifications of changes, notifications of termination of business, financial statements and other documents filed with the Trade Register are to be filed electronically. Documents may be filed on paper only based on special grounds. In addition, due to the reform, the Trade Register Authority has the right to demand physical identification from a person filing in paper form.
Yearly update of Trade Register information
The law reform creates an obligation for limited liability companies, co-operatives, European companies, European co-operatives and foreign traders that have set up a branch office in Finland to report up-to-date information to the Trade Register on a yearly basis. The obligation also concerns contact information that is registered in the Business Information System.
Penalty fee for negligence in Trade Register notifications and late fee for late submissions of financial statements
The new Trade Register Act gives the Finnish Patent and Registration Office (PRH) the right to impose a fee for negligence to comply with the obligation to duly report to the Trade Register. PRH is also granted the right to impose late fees for financial statements that have not been filed for registration in due time. In addition, failure to file the notification to the Trade Register regarding the beneficial owners of a company can lead to a company being deleted from the Trade Register.
Other significant changes
Along with the change in legislation, the authorities have a duty to obtain Trade Register information directly from the Trade Register. This means that, in principle, the person with a duty to file to the Trade Register does not have to provide a Trade Register extract or information from the Trade Register while dealing with the authorities.
In the future, notifications to be filed with the Trade Register regarding changes of persons in charge do not need to include the documents indicating the change, unless the registration authority specifically requests such documents. Such register entry will be based on information given in the notification and required information of the decision which the register entry is based on.
Regarding private traders, the duty to report to the Trade Register is mainly waived. According to the Trade Register Act, a private trader is obliged to register with the Trade Register if the entrepreneur is obliged to file a financial statement to be registered in accordance with the Accounting Act. However, it should be noted that this law reform does not affect the duty to register to the Trade Register according to other applicable laws.
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