Finland Limited Company Liquidation 2026

1. Liquidation steps

2. Public summons is mandatory

The liquidator must apply for a public summons even if there are no known creditors. Known creditors must also be informed at least one month before the due date.

3. 2026 filing change

Under PRH's 2026 guidance, liquidation notifications can no longer be filed on paper; online filing is used.

4. The liquidator replaces the board

When the shareholders' meeting resolves on liquidation, a liquidator (selvitysmies) is appointed and takes the place of the board and of the managing director where there is one. The transfer of authority happens by operation of the decision: after it, the person who represents the company, signs contracts and makes payments is the liquidator. The former board members leave office, but their responsibility for their own term does not end.

The liquidator can be a shareholder, a former director or an outside professional; where there are employees, continuing contracts or a complicated debt structure, appointing an accountant or a lawyer is the practical course. The liquidation decision and the liquidator's identity are filed with the trade register, and until that registration the change does not take effect as against third parties.

5. The final accounts and the end of the company

Once the period given to creditors has run and the debts are paid, the liquidator draws up the final accounts (lopputilitys). They set out what was done during the liquidation, which assets were realised, which debts were paid and what remained for distribution to the shareholders. Where the company has an auditor, the final accounts are audited.

The company ceases to exist at the moment the liquidator presents the final accounts to the shareholders' meeting; no separate court decision or approval is awaited. The dissolution is filed with the trade register. That is the point at which the closure is legally complete — though if an unknown asset or claim emerges afterwards, a supplementary liquidation can be required, which is why the liquidation records should be kept.

6. What you file with the register becomes public

The decisions, minutes and attachments filed with the trade register during a liquidation become public, and anyone can read them. That gives a practical cost to writing more into the minutes than the law requires: customer names, pricing, the detail of a dispute between shareholders and personal information belong in the company's own records rather than in a registration document.

Only the decision the law requires goes into the minutes: entering liquidation, appointing the liquidator, and the date. The reasoning and the discussion stay internal. The same care applies to the final accounts; the figures are necessary, but trade secrets and information about third parties do not have to be attached.

7. How and when the liquidation decision is taken

A liquidation begins with a decision of the shareholders in general meeting. The decision sets the date liquidation starts and appoints a liquidator. In most cases that can be one of the existing board members, but the role differs: the responsibility is no longer to grow the company but to end it in an orderly way. The decision is notified to PRH and entered in the register.

Timing determines what the process costs. A decision taken while assets remain and debts can still be paid allows an orderly liquidation. A decision taken once the cash has gone moves the liquidation closer to bankruptcy and narrows the options. So in a company that has stopped trading, "let us wait a while longer" is usually the most expensive choice — and accounting, filing and insurance obligations keep running through the wait.

8. The call to creditors and the waiting period

The longest step in a liquidation is the public call to creditors and the waiting period that follows. That period exists so unknown creditors can come forward, and it cannot be shortened. The company does not continue trading during it; it completes existing matters, converts assets into money and pays debts. So the waiting period has to be built into the liquidation calendar from the start.

Informing known creditors directly as well is the right approach; publishing the public call does not mean they have heard of it. Claims lodged within the period are examined and either accepted or rejected. A claim that emerges after the period can become a demand against the assets already distributed to shareholders, so not distributing before the period has run is safer than having to repay afterwards.

9. Distributing what remains to shareholders

Distribution comes only after the creditors' period has run and every known debt has been paid or, if disputed, secured. What remains is then distributed to shareholders in proportion to their holdings unless the articles of association provide otherwise, and the distribution is recorded in the final accounts described in section 5. If the assets turn out not to cover the debts, the liquidator must file for the company's bankruptcy instead of distributing anything.

Finnish law gives no general priority to wages or tax debts in a solvent liquidation: every creditor is paid in full before shareholders receive anything, and a distribution made too early can be reclaimed and can create personal liability for the liquidator. If assets in kind are to be transferred to shareholders, how they were valued has to be documented; a transfer below market value is questioned both for tax and for liability. The duty to retain records continues after the distribution.

10. Employees and continuing contracts

A liquidation decision does not end contracts of employment by itself; terminations are made separately with the notice periods the law provides. The duty to pay wages continues through the notice period and that sum belongs in the liquidation budget. When and how the situation will be explained to employees should be planned too; a team left in uncertainty makes finishing the remaining work harder.

Other contracts have to be reviewed one by one as well: lease, licence, subscription, supply and customer agreements. Some can be terminated on notice, some run to their end date, and some carry an early termination charge. Those charges are the frequently forgotten item in the cost of a liquidation. Setting the contracts out in a table with the route, period and cost of termination beside each makes the liquidation calendar realistic.

11. The tax side of a liquidation

The liquidation period is a separate period for tax. Profit or loss arising from selling assets is taxed within it; how a distribution to shareholders is taxed in the shareholder's own hands is a separate question and depends on personal circumstances. Confusing the two leads to thinking the distribution is larger than it will be.

Order matters here too. VAT liability, the employer register and the prepayment register entry are each closed separately, and the timing of those filings has to fit the final returns. A registration closed too early makes an outstanding return harder to file; one closed too late generates needless filing duties and late penalties. Sitting down with the accountant once at the start of the liquidation to map that calendar is the most productive half hour in the process.

12. Could something other than liquidation be right?

Liquidation is not the only option for a company that has stopped trading. Where a buyer exists, a share sale is both faster than a liquidation and often worth more; an established legal entity, its register history and existing records can carry value for a buyer. If the activity will continue but the ownership changes, that route deserves separate assessment.

The second alternative is a merger: the company ends by being merged into another, with assets and liabilities passing to the receiving company. In structures with several companies in a group this gives a tidier result than liquidating each separately. The third is keeping the company active but reduced; that only makes sense where there is a genuine plan for its future, because keeping an empty company alive has an annual cost of its own. Putting the cost of these three options side by side is enough to make the decision.