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Board meeting minutes for a Finnish Oy: a 2026 template

Karma Accounts · Published 5 October 2026

Every meeting of a Finnish limited company's (osakeyhtiö, Oy) board of directors (hallitus) must have minutes (pöytäkirja). Under the Limited Liability Companies Act (osakeyhtiölaki, OYL), chapter 6 section 6, they are signed by the chair and, if the board has several members, by at least one member chosen for it, and numbered in a running series. A one-member board records its decisions the same way, signed by its sole member.

What the board is responsible for

Every Oy must have a board; a managing director (toimitusjohtaja) is optional (OYL 6:1). The board sees to the company's administration and the proper organisation of its operations, and is responsible for arranging proper supervision of the accounts and finances (6:2).

How the board meets and decides

The chair must call a meeting when needed or when a member or the managing director demands one (OYL 6:5). The board has one to five members unless the articles of association (yhtiöjärjestys) say otherwise; with fewer than three it needs at least one deputy member (varajäsen), and with several members a chair (6:8).

Every member must, where possible, have the chance to take part; if one is prevented, the deputy gets it (6:3). A member is disqualified (esteellinen) from matters about their own contract with the company, or a third-party contract that may bring them a material benefit conflicting with the company's interest. The same applies to other legal acts and to litigation, and to the managing director (6:4, 6:19).

Decisions can also be made without a meeting, for example by email or by circulating the minutes for signature (government bill HE 109/2005), and are then recorded, signed, numbered and kept like minutes (6:3).

What the minutes must contain

Beyond signatures, numbering and reliable keeping (OYL 6:6), the Act sets no format. The minutes record the decisions, and a member's or the managing director's dissent when they ask for it. The government bill also advises recording voting results, which matter if a member's liability is ever assessed. An outside secretary's signature does not replace the chair's or, on a board of several members, the chosen member's. A contract or commitment between the company and its sole shareholder that is not ordinary business must be recorded in or attached to the board minutes (6:16).

The Act sets no language for minutes, but documents filed with the Trade Register (kaupparekisteri) must be in Finnish or Swedish or officially translated (Trade Register Act 19 §). Filing a change of persons at ytj.fi usually needs no copy of the decision, but the decision must exist and the Finnish Patent and Registration Office (PRH) can ask for it, so Finnish or bilingual minutes save work.

A one-member board

With one member and a deputy (OYL 6:8) there is no chair or second signature: the sole member signs each written decision alone, numbered and kept like minutes (6:3, 6:6). The deputy has a member's rights and duties only while acting in the member's place (HE 109/2005). If the sole member is disqualified, say on their own contract with the company, they do not count as present (6:3), and a deputy member who is not disqualified handles that matter. If the deputy is disqualified or prevented too, settle how the matter is decided before deciding it.

What a small Oy's board typically decides

• Financial statements, prepared within four months of the year end and signed by the board and the managing director (Accounting Act 3:6–3:7; see the deadlines). A small company shows the board's proposal on distributable funds at the signatures unless it is in the notes or elsewhere in the financial statements (Decree 1753/2015, 1:1).
• Convening the general meeting (OYL 5:17), or proposing that the shareholders decide unanimously in writing without a meeting (5:1); see our AGM minutes article.
• Dividends. The general meeting may not distribute more than the board proposed unless the minority-dividend rule (13:7) or the articles require it. It can also authorise the board, with a maximum amount, to decide on a dividend until the next annual general meeting at the latest (13:6). A distribution rests on the last adopted financial statements, audited where an audit is required, allowing for material changes since (13:3). Nothing may be distributed if it is known, or should be known, that the company is insolvent or would become so (13:2); tax is in salary or dividends.
• The managing director. The board appoints them, decides their pay and can dismiss them with immediate effect (6:20).
• Representation rights and procuration. The board represents the company (6:25) and, if the articles allow, can give a member, the managing director or another named person the right to represent it (edustamisoikeus) and revoke it at any time (6:26). Procuration (prokura) is granted in a power of attorney expressly called prokura, or otherwise provably, and can be revoked at any time (Procuration Act 1 and 8 §).
• Bank accounts, payments, significant contracts and loans. The managing director needs the board's authorisation for unusual or far-reaching measures, unless waiting would cause the company material harm, in which case the board is told as soon as possible (6:17).

Changes to the board, the managing director, persons entitled to represent and registered holders of procuration are filed at ytj.fi without delay (Trade Register Act 10 §), for 55 euros a matter, so a change of both board and managing director costs 110 euros. Notifying a new holder of procuration is voluntary, but the end of a registered procuration must be notified.

Template: minutes of a board meeting

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

1. Opening the meeting (Kokouksen avaaminen): by whom, when.
2. Attendance (Läsnäolijat): members, deputies and whom they replace, others. Note any disqualification, item by item, and the quorum after it.
3. Legality and quorum (Kokouksen laillisuus ja päätösvaltaisuus): over half of the elected members present.
4. Chair, any secretary and co-signer (Puheenjohtaja, sihteeri ja pöytäkirjantarkastaja): on a board of several members, the member chosen to sign the minutes with the chair.
5. Financial statements (Tilinpäätös): "The board approved the attached financial statements for 1.1.–31.12.2025." The statements themselves are dated and signed separately by the board and any managing director.
6. Proposal on the profit (Hallituksen esitys voitonjaosta): the dividend, or none; solvency considered.
7. Convening the general meeting (Yhtiökokouksen koolle kutsuminen): time and place.
8. Managing director (Toimitusjohtaja): appointment, pay or dismissal, from when.
9. Representation rights and procuration (Edustamisoikeus ja prokura): to whom, alone or jointly.
10. Bank accounts and payment authorisations (Pankkitilit ja maksuvaltuudet): accounts, persons, limits.
11. Other decisions (Muut päätökset): contracts and loan agreements; any contract or commitment with the sole shareholder.
12. Dissenting opinions (Eriävät mielipiteet): who, on which point.
13. Closing the meeting (Kokouksen päättäminen): the time.

Leave out points that do not apply. End with the place, date and the signatures the Act requires, names printed below.

Template: decision of a one-member board

Board decision no. [number], [company name] Oy, business ID [number]. As the sole board member I have today decided, without a meeting, that the financial statements for [1.1.–31.12.2025] are approved and signed; that the board proposes that the profit of [amount] euros is transferred to retained earnings and no dividend is paid (or: that a dividend of [amount] euros in total is paid from the distributable funds and the rest stays in equity); and that the annual general meeting is convened for [time and place] (or: that the shareholders are invited to decide unanimously in writing on adopting the financial statements, the use of the profit and the other matters of the annual general meeting). [Place and date], [signature], [name in block letters].

When to ask a lawyer

Ask a lawyer first if board members disagree, someone is disqualified, the company makes a contract outside ordinary business, such as a loan agreement, with a shareholder or board member, or dismissing a managing director raises contract or compensation questions.

What we do

For our limited-company clients we prepare the financial statements and draft the board's decisions that go with them, as part of the monthly fee: 199 euros a month up to 240 000 euros of turnover, 249 euros above, plus VAT 25.5 %. The software and the year-end are included, with no limit on receipts. More on our limited company accounting page.

Sources

• Finlex: Limited Liability Companies Act 624/2006, chapters 5, 6 and 13 (in Finnish)
• Finlex: Government bill HE 109/2005 on the Limited Liability Companies Act, reasoning for chapter 6 (in Finnish)
• Finlex: Accounting Act 1336/1997, chapter 3 sections 6 and 7 (in Finnish)
• Finlex: Government Decree 1753/2015 on small and micro companies' financial statements, chapter 1 section 1 (in Finnish)
• Finlex: Trade Register Act 564/2023, sections 10 and 19 (in Finnish)
• Finlex: Procuration Act 130/1979, sections 1 and 8 (in Finnish)
• Finnish Patent and Registration Office: board, managing director and other persons
• Finnish Patent and Registration Office: procuration rights

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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