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AGM minutes for a Finnish Oy in 2026: what to decide, a template and the written decision

Karma Accounts · Published 4 October 2026

A Finnish limited company (osakeyhtiö, Oy) must hold its annual general meeting (varsinainen yhtiökokous) within six months of the end of its financial year. The meeting adopts the financial statements and decides on the profit and on discharge from liability, and its minutes (pöytäkirja) are signed by the chair and a minutes-checker (pöytäkirjantarkastaja). If the shareholders all agree, as a sole owner always does, the same decisions can be made in writing without a meeting.

What the meeting must decide

Under the Limited Liability Companies Act (osakeyhtiölaki, OYL), chapter 5 section 3, the annual general meeting decides on:

• adopting the financial statements (tilinpäätöksen vahvistaminen)
• the use of the profit shown on the balance sheet, such as a dividend (osinko)
• discharge from liability (vastuuvapaus) for the board members and the managing director
• the board's election and remuneration and the auditor's election, unless the Act or the articles of association (yhtiöjärjestys) provide otherwise about their term
• anything else the articles assign to it

In a private company the board's and auditor's terms run until further notice unless the articles say otherwise (OYL 6:11 and 7:4), so elections are needed only for changes or a fixed term. Unless the articles require an audit, no auditor is needed if, in both of the last two financial years, at most one of these was exceeded: balance sheet total 100 000 euros, turnover 200 000 euros, three employees on average (Auditing Act 2:2).

A dividend decision states the amount and the funds used and may not exceed the board's proposal (OYL 13:6). Nothing may be distributed if it is known, or should be known, that the company is insolvent or would become so (13:2); the tax side is in our article on salary or dividends.

Discharge does not bind the company if the meeting lacked materially correct and sufficient information (OYL 22:6). A shareholder may not vote on their own release from liability unless all shareholders are disqualified (5:14), so a sole owner on the board can still decide it.

The dates

The Finnish Patent and Registration Office (PRH) charges a late fee, 150 euros for up to two months, if the adopted statements are not filed within eight months of the year end. For a year that ended on 31 December 2025, the meeting was due by 30 June 2026 and the fee applies after 31 August 2026. More is in our articles on financial statements deadlines and year-end closing.

The notice, briefly

The board's notice (kokouskutsu) names the company, the time and place and the matters (OYL 5:17–5:18). In a private company it goes out no earlier than two months and no later than one week before the meeting (5:19), in writing to each shareholder with a known address unless the articles provide otherwise (5:20). The financial statements and proposals are available to shareholders for at least a week before (5:21). If a procedural rule was missed, a decision needs the consent of the shareholders concerned (5:15).

What the minutes must contain

Under OYL 5:23 the meeting elects a chair unless the articles say otherwise. The chair has a voting list (ääniluettelo) made of those present, with their shares and votes, and sees that minutes are kept. The minutes record the decisions and voting results, include or attach the voting list, and are signed by the chair and one elected minutes-checker. They are numbered in a running series, kept reliably and available to shareholders within two weeks, at the head office or online.

The Act sets no language for minutes, but documents filed with the Trade Register must be in Finnish or Swedish or carry an official translation (Trade Register Act 19 §). When a board change is filed, PRH can ask to see the decision, so a Finnish or bilingual version saves work. Filed documents are public: leave out personal identity codes and home addresses.

Template: minutes of the annual general meeting

Head them with the company's name, business ID (Y-tunnus), the minutes' number and the time and place.

1. Opening of the meeting (Kokouksen avaaminen): who opened it and when.
2. Electing the chair and secretary (Puheenjohtajan ja sihteerin valinta): names; the chair answers for the minutes and may write them.
3. Electing the minutes-checker (Pöytäkirjantarkastajan valinta): at least one person, who signs with the chair.
4. Legality and quorum (Kokouksen laillisuus ja päätösvaltaisuus): when and how the notice went out, or that all shareholders are present and agree to hold the meeting.
5. Attendance and voting list (Läsnäolijat ja ääniluettelo): shareholders and proxies with their shares and votes, or the attached list.
6. Presenting the financial statements (Tilinpäätöksen esittäminen): the financial year and documents, plus any auditor's report.
7. Adopting the financial statements (Tilinpäätöksen vahvistaminen): "The meeting adopted the financial statements for 1.1.–31.12.2025."
8. Use of the profit (Voiton käyttäminen): the board's proposal and the decision, with any dividend's amount, funds and payment date.
9. Discharge from liability (Vastuuvapaus): to whom and for which financial year.
10. Electing the board members (Hallituksen jäsenten valinta): only for changes or a fixed term; a board of fewer than three needs a deputy member (OYL 6:8).
11. Electing the auditor if needed (Tilintarkastajan valinta tarvittaessa): the auditor elected, or a note that none is required.
12. Closing the meeting (Kokouksen päättäminen): the time the chair closed it.

End with the place, date and signatures of the chair and minutes-checker, names printed below.

The decision without a meeting

Under OYL 5:1 unanimous shareholders may decide any general meeting matter without a meeting. The decision is written down, dated, numbered and signed, by at least two shareholders if there are several (we recommend all of them), and otherwise follows the rules on minutes. For a sole owner it can read:

Shareholder's decision no. [number], [company name] Oy, business ID [number]. As the sole shareholder I have today decided, without holding a general meeting, that the financial statements for [1.1.–31.12.2025] are adopted; that the profit of [amount] euros is transferred to retained earnings and no dividend is paid (or: that a dividend of [amount] euros, [amount] per share, is paid on [date]); that the board members and the managing director are discharged from liability for the year; that the board continues unchanged; and that no auditor is elected, as none is required. [Place and date], [signature], [name in block letters].

When to ask a lawyer

These templates assume the shareholders agree. If they disagree, someone demands a minority dividend or a special audit, or a past decision is disputed, ask a lawyer first.

What we do

For our limited-company clients we prepare the financial statements and draft the shareholder's decision or the minutes that adopt them, as part of the monthly fee: 199 euros up to 240 000 euros of turnover, 249 euros above, plus VAT 25.5 %. More on our limited company accounting page.

Sources

• Finlex: Limited Liability Companies Act 624/2006, chapters 5, 6, 7, 8, 13 and 22 (in Finnish)
• Finlex: Accounting Act 1336/1997, chapter 3 section 6 (in Finnish)
• Finlex: Trade Register Act 564/2023, sections 2, 19 and 25 (in Finnish)
• Finlex: Auditing Act 1141/2015, chapter 2 section 2 (in Finnish)
• Finnish Patent and Registration Office: how limited liability companies file financial statements
• Finnish Patent and Registration Office: financial statement documents
• Finnish Patent and Registration Office: board, managing director and other persons

Please note: this is general information about Finnish rules, not advice for your own situation, and the rules change. Ask us before you act on it.

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