Finland Oy Board and Managing Director Responsibilities 2026
Guide to board/managing-director duty of care, company interest, accounts, supervision and damages liability.
Short answer
The Finnish Limited Liability Companies Act imposes a duty of care on management. The Board is responsible for the proper organisation of company administration and operations; the Managing Director handles day-to-day administration under Board instructions. Under Chapter 22, board members, supervisory-board members and the Managing Director can be liable in damages for losses caused deliberately or negligently through breach of the duty of care, the Act or the Articles.
1. Core Board duties
Checklist
- Organisation of administration
- Financial controls
- Supervision of accounts/assets
- Major decisions
- Supervision of CEO
- Register-data accuracy
2. When can personal liability arise?
Limited shareholder liability does not eliminate personal damages liability for management. Loss caused through breach of the Act, Articles or duty of care can lead to claims.
Common questions about this topic
Is a board member automatically personally liable for Oy debts?
No. But unlawful or negligent conduct can create damages liability or other personal consequences.
Official sources
The following official or public sources were checked for this guide. Current authority instructions always take precedence.
Company Administration
Ongoing administrative support for Finnish companies: PRH changes, board documents, compliance calendar and partner coordination.
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