Company Formation in Finland 2026: Complete Guide to Oy, PRH, YTJ, Tax, Beneficial Owners and Post-Setup Compliance

1. What decisions must be made before incorporation?

A common mistake is starting with 'let's open an Oy' before deciding the ownership and governance structure. Before filing, define the actual business, ownership percentages, board, possible managing director, signing rights, capital structure, company name, business purpose and tax/accounting model.

If immigration is also relevant, do not confuse incorporation with residence-permit eligibility. Creating an Oy does not by itself create an entrepreneur residence right; Migri separately assesses entrepreneur status, active work, ownership, profitability and livelihood.

2. Why Oy, and when should another company form be considered?

An Oy is a separate legal entity. Company rights and liabilities are generally separate from shareholders' personal assets, but personal guarantees, management liability, tax breaches and other situations can still create personal exposure. Limited liability does not mean zero personal risk.

Other forms such as private trader, general partnership, limited partnership or co-operative have different liability and governance models. The choice should reflect ownership, risk, financing, employees and growth plans rather than setup convenience alone.

3. Ownership, board, managing director and signing rights

Incorporation is not only about share ownership; governance and signing authority also matter. Shareholder arrangements and Trade Register information should be consistent.

The board is the statutory management body. A managing director is not mandatory for every small Oy. Signing authority is not automatically granted to every shareholder and should be structured and registered correctly.

4. How does PRH/YTJ incorporation work in 2026?

From 1 January 2026, companies must file their Trade Register notifications online, and an Oy can no longer be set up on paper; only private traders, associations and foundations may still use paper forms. Oy setup is handled in the YTJ online service (in Finnish or Swedish), either through the guided set-up package or through a start-up notification to which the company's own documents are attached. Situations such as shareholders or officers without Finnish personal identity codes can affect which setup route is used.

Core register details are filed during incorporation. The Oy becomes a legal entity upon Trade Register registration. Tax Administration registration information can also be submitted through the same YTJ process.

5. What is beneficial-owner reporting and why does it matter?

Limited liability companies and co-operatives must file their beneficial owners — the people holding an ownership interest or control in the company — with the Trade Register, and keep those details current. Private traders do not file this notification.

The notification has to be filed even where the company has no beneficial owners or does not know who they are, and having up-to-date board details does not discharge the obligation. Filing is free of charge.

The cost of not filing is heavier than most founders expect: the PRH imposes a negligence fee of EUR 300 once the deadline in its reminder letter has passed and, where the details are not supplied or corrected despite requests, order the company into liquidation or remove it from the Trade Register. When the notification is registered, the PRH sends a register extract by post.

6. VAT, prepayment and employer registrations

Trade Register registration is not the end of setup. Depending on activity, the company should assess the Prepayment Register, VAT Register and Employer Register. Not every company belongs in every register; actual business and payroll facts control the choice.

A few figures settle most of the tax questions at setup. VAT registration becomes mandatory once turnover exceeds EUR 20,000 in a calendar year (the limit since 1 January 2025), and in 2026 the rates are 25.5% (general), 13.5% (for example food, restaurant meals, books, medicines, passenger transport and accommodation) and 10% (newspapers and magazines). An Oy pays corporate income tax of 20% on its taxable profit. Registration also creates ongoing filing obligations, even for periods with no sales.

7. Why should accounting be set up from day one?

After incorporation, sales, purchases, bank transactions, payroll, shareholder payments, expenses and contracts should enter a structured bookkeeping flow. Reconstructing months of records later creates tax, VAT and financial-statement risk.

Personal and company expenses should be clearly separated, and payments from company funds should have accounting support and documentation.

8. Business bank account and KYC

Trade Register registration does not guarantee a business bank account. Banks conduct their own AML/KYC assessment and may review ownership, beneficial owners, source of funds, business model, customers, countries and expected transaction volumes.

Information given to the bank should match PRH, tax, accounting and contract records.

9. Ongoing annual obligations

After incorporation, some duties continue even if the company is inactive. Address, management and beneficial-owner information must remain current, while accounting, tax filings, financial statements and governance decisions must be handled properly.

Limited companies must file financial statements with PRH within eight months after the financial period ends. For financial periods ending on or after 1 December 2024 the late-filing fee is EUR 150 when the statements are up to two months late, EUR 300 at two to four months and EUR 600 beyond that or when nothing is filed. Inactivity does not automatically remove the filing duty.

10. What it costs and how long it takes in 2026: PRH fees and ENB's fee

PRH's handling fees for 2026 are set by a Ministry of Economic Affairs and Employment decree valid from 1 January to 31 December 2026. Filing an Oy's start-up notification with the company's own documents costs EUR 400; the guided set-up package in YTJ costs EUR 300 but can be used only when every condition of the package is met, such as EUR 0 share capital, standard articles of association and a Finnish personal identity code with online identification for everyone named in the filing. For comparison, a private trader pays EUR 75, a general or limited partnership EUR 300 and the branch of a foreign company EUR 400. The fees carry 0% VAT and are paid to PRH when the notification is filed; the beneficial-owner notification itself is free.

These are authority fees, not consultancy fees. If ENB Consulting prepares the formation, ENB's own company-formation fee of EUR 400 (excluding VAT) is a separate payment to ENB, and PRH's fee is still paid to PRH. The budget for an Oy filed with its own documents therefore has two separate lines: EUR 400 to PRH and, if you work with ENB, ENB's EUR 400 fee.

The start-up notification must be filed within three months of signing the memorandum of association, or the incorporation lapses. PRH processes notifications in the order they arrive, electronic filings faster than paper ones, and publishes its current processing times at prh.fi. The company exists only from the date of registration; until then, the people acting in its name are personally responsible for its commitments.

Budget for the costs that follow as well: a change to the board, managing director or auditor costs EUR 55 per matter, an amendment to the articles of association EUR 300 and each auxiliary business name EUR 75. Missing deadlines costs more: EUR 300 for a beneficial-owner notification that was never filed and EUR 150–600 for late financial statements.

11. Pre- and post-incorporation checklist

Company setup is more than completing a PRH form. This checklist tests whether the business is operationally ready.