Investing in Finland: buying a company or setting one up

First identify what is being bought

A share purchase and an asset/business purchase are not the same transaction. In a share deal, the buyer acquires the company together with its existing legal entity and history. In an asset deal, selected business assets, contracts or operations are transferred. The tax, liability, employment and contract consequences can therefore differ materially.

Commercial and registry due diligence

• Trade Register extract and company details
• Board, managing director and signing rights
• Ownership and beneficial-owner information where accessible and lawfully available
• Financial statements and accounting records
• Tax debts, payment arrangements and registrations
• Material contracts, leases and permits
• Employees and payroll liabilities
• Loans, guarantees and security interests
• Disputes, claims and regulatory issues
• Inventory, equipment and key operating assets

Transfer tax and its deadline

Vero currently applies a 1.5% transfer-tax rate to taxable acquisitions of ordinary corporate shares, calculated on the price paid or other consideration given. The buyer generally files the transfer-tax return and pays the tax within two months of signing the binding deed of sale or transfer agreement.

Where the transaction includes real property, the rate is 3%. The 1.5% rate applies to housing-company shares and comparable shares such as a parking space, a storage room or business premises. Listed-share exceptions and cross-border situations have separate rules, and a return can be required even where no tax is payable. The exact treatment must be checked for the transaction rather than inferred from a generic example.

Beneficial owners after closing

If ownership or control changes, beneficial-owner details may need to be updated with PRH without delay. Missing or incorrect beneficial-owner data can create practical problems with banks and other counterparties and can lead to PRH enforcement measures.

What we need from you to start

Two answers in the list below change the shape of the work more than the rest: whether you are buying shares or assets, and whether you are buying through a Finnish entity or from abroad. Settling those two first keeps the due-diligence scope from having to be rebuilt later.

• The target's Business ID, or the seller's own description of the business where no target has been chosen yet
• Whether the intended structure is a share purchase or an asset/business purchase, if that is already decided
• Financial statements for the last three financial periods, where available
• The draft letter of intent, term sheet or draft deed of sale, if one exists
• Your own buying entity: a Finnish company, a foreign company or a private individual
• The intended source of funds and whether bank finance is part of the plan
• The timetable you are working to and any signing date already discussed

What this costs

This work is scoped per transaction, because the review depends on the target's size, its accounting quality and how much of the evidence already exists. ENB's published fee for case-specific consulting is EUR 120 per hour excluding VAT, and a fixed scope can be agreed in writing before the work starts. If the chosen route turns out to be a new company rather than a purchase, ENB's published company-formation fee is EUR 400 excluding VAT.

Transfer tax, notarial and registration charges, authority fees and the fees of any lawyer, auditor or valuer engaged alongside us are separate and are paid to those parties. All ENB fees exclude Finnish VAT, where the standard rate is 25.5%.

• ENB case-specific consulting: EUR 120 per hour excluding VAT
• ENB company formation, if the route is a new company: EUR 400 excluding VAT
• Transfer tax on taxable corporate shares: 1.5% of the consideration, paid to Vero
• Lawyer, auditor, valuer and authority fees: separate, set by those parties

What ENB can coordinate

• Due-diligence checklist
• Collection and organisation of registry, tax and accounting evidence
• Commercial risk summary
• Buyer/seller document chronology
• Coordination with accountant, tax adviser or qualified lawyer
• Post-closing PRH, beneficial-owner, accounting and banking checklist

What this service does not include

• No regulated investment recommendation and no view on whether a business is a good buy
• No valuation opinion unless a qualified professional provides one separately
• No legal representation where a lawyer is required
• No commitment about future profit, bank finance or any residence permit
• No residence right: buying a Finnish company does not by itself create one