Closing a limited company in Finland: liquidation, costs and tax

Karma Accounts · Published 29 October 2026

A Finnish limited company (osakeyhtiö, Oy) cannot be closed with a simple notice. The normal route is voluntary liquidation (selvitystila): the general meeting appoints a liquidator, who calls in creditors with a public summons, pays the debts, hands the rest to the shareholders and presents a final settlement (lopputilitys), which dissolves the company. The Finnish Patent and Registration Office (PRH) says this takes at least five months, and its fees are 255 euros in all. The company files its last tax returns, and each shareholder is taxed as if they had sold their shares.

The ways an Oy comes to an end

Route	When it applies	What happens
Voluntary liquidation	the company can pay its debts	debts paid, the rest to the shareholders, company dissolved
Bankruptcy (konkurssi)	the company cannot pay its debts	a court decides on the debtor's or a creditor's application
Merger or full division	the business goes into other companies	assets and debts move without liquidation, company dissolved
Removal by PRH	filings neglected, or too little money for a liquidation	struck off; not a voluntary closure, see below

A liquidator who finds debts exceed assets must apply for bankruptcy (Limited Liability Companies Act, OYL 20:7). A dormant Oy is not closed: it still files statements and tax returns.

Voluntary liquidation step by step

The decision. The general meeting decides by a two-thirds majority of votes cast and shares represented, after written notice to every shareholder with a known address one to two months before, or longer if the articles say so (OYL 20:3, 5:27). Shareholders who all agree can sign a dated, numbered written decision instead, as a sole owner does (5:1; see the AGM minutes template). Liquidation starts on the day of the decision unless a later date is set (20:8).
The liquidator. The same decision appoints one or more liquidators (selvitysmies) in place of the board and managing director. They turn the assets needed into cash and pay the debts; the business continues only as far as the liquidation requires (20:9). A liquidator must qualify like a board member: a person, not a company, of age and not bankrupt, at least one living in the EEA unless PRH permits otherwise (6:10).
Registration. Without delay (20:10), on PRH's online form: Y4, appendix 13, the personal data form, a certified copy of the decision and the receipt for the 55-euro fee. Paper filing ended on 1 January 2026.
Public summons to creditors. The liquidator must apply to PRH for a public summons (julkinen haaste), even if the company has no debts. It costs 200 euros. PRH publishes it in the Official Journal (Virallinen lehti) at least three months before the due date, and the liquidator notifies the known creditors at least a month before it (Public Summons Act 4–5 §). An unknown debt not claimed by the due date lapses (8 §).
Accounts. The liquidator prepares any unpresented statements from before the liquidation (20:11) and statements and an annual report for each period during it (20:13).
Paying debts and distributing. After the due date and once known debts are paid, the rest is distributed by shareholding unless the articles say otherwise, with money kept back for disputed or unmatured debts. An earlier advance needs security (20:15).
Final settlement. The liquidator reports on the whole liquidation and the distribution, attaching the statements, annual reports and any audit reports of the liquidation period; a company with an auditor has it audited first (20:16). The company is dissolved when this is presented to the general meeting (20:17).
Notices to PRH. The dissolution without delay (Y4, appendix 15 naming who keeps the records, certified minutes), the final settlement within two months of approval. Both free.

New assets or claims reopen the liquidation (20:18); before any distribution, the meeting can still end it (20:19).

What it costs

Item	PRH fee
Liquidation and liquidator	55 euros
Public summons to creditors	200 euros
Dissolution and final settlement	free

Liquidation costs such as the liquidator's fee are deductible insofar as they relate to the company's income and are not the shareholders' own costs.

PRH deregistration is not a shortcut

PRH must order a company into liquidation or remove it from the register if it has no competent board registered, has not filed its financial statements within a year of the year end despite PRH's request, lacks a required representative, or its bankruptcy lapsed for lack of funds (OYL 20:4). PRH calls these compulsory measures, not suitable for a voluntary closure, and says inactivity alone is no legal ground. Fees come first, then letters and a public notice giving about 3.5 months to comply (financial statement deadlines). PRH also strikes off a company whose assets cannot cover liquidation costs when nobody undertakes to pay them (20:2).

What removal means:

The company cannot trade, acquire rights or make commitments, and loses the exclusive right to its name.
Its tax duties remain, and MyTax then needs a Suomi.fi mandate. Representatives chosen by the shareholders may pay debts or preserve assets (20:21, 20:22).
Its assets cannot be paid out without a liquidation, except after five years if they are at most 8 000 euros and there are no known creditors; recipients then answer for its debts up to what they received (20:22).
If removed for missing filings in 2023 or later, it can apply for restoration (400 euros) after fixing every defect and paying PRH's fees, unless it has been dissolved, its assets were distributed in liquidation, it was restored in the last five years or another legal obstacle applies.

Taxes when the company is wound up

The company files Form 6B for every financial period, including the last one, which ends on the day the final settlement is presented. Each is due four months after the period's last calendar month ends (Form 6B). Property handed over instead of cash is treated as sold at fair value (Business Income Tax Act, EVL 51 d §). Confirmed tax losses do not pass to the shareholders. Corporate tax is 20 %; the government has proposed 18 % from tax year 2027 (HE 151/2026).

VAT. When taxable sales end, often once the business assets are sold, the company leaves the VAT register with the YTJ closing notice, or in MyTax if only VAT activity ends. A return is due for the period in which registration ends, for monthly and quarterly filers by the 12th of the second month after it, and goods kept are taxed as own use.

The shareholder. For a Finnish-resident individual, the share of the net assets (jako-osa) is a disposal of the shares at the fair value of what is received. From that value is deducted the acquisition cost or a deemed cost of 20 % of it, 40 % after at least ten years of ownership, whichever is larger (Income Tax Act, TVL 46 §). The gain is capital income, taxed at 30 % up to 30 000 euros a year and 34 % above. A loss is set against disposal gains that year and the next five, and what remains against other capital income (TVL 50 §). The share counts as received when the final settlement is presented, an advance when paid. Real estate or securities received bring transfer tax. Company shareholders follow other rules.

If a company just stops trading and the owner takes its cash, the cash can be taxed as a hidden dividend.

Bookkeeping and record retention

The last statements go into the final settlement. Financial statements and ledgers are kept for 10 years from the end of the financial year, vouchers for six years from the end of the year in which it ended (Accounting Act 2:10; record keeping).

A worked example

Sara founded Helmi Design Oy on 10 March 2016 with 2 500 euros of share capital and owns all of it. On 1 January 2027 it has 41 000 euros in the bank and 6 000 euros of receivables, owes 3 000 euros, and its equity is 44 000 euros. Figures exclude VAT, settled on time. PRH sets the summons due date, so later dates are illustrative.

1 March 2027: Sara decides in writing to liquidate and names herself liquidator. On 2 March she files the notice and the summons application: 255 euros.
By 30 April 2027: the 2026 statements are prepared and Form 6B is filed.
Spring 2027: the company collects 6 000 euros, pays 3 000 euros of debts, is paid 8 000 euros for its last project and spends 4 000 euros, fees and accounting included. Taxable profit is 4 000 euros; at the current 20 %, the 800 euros of tax is paid in advance. 47 200 euros remain.
16 August 2027: the summons due date passes with no new claims.
1 September 2027: Sara presents the final settlement, the company is dissolved, she receives 47 200 euros and notifies the dissolution. The final settlement is filed by 1 November 2027 and the last Form 6B (1 January to 1 September) by 31 January 2028.

Sara's tax: after over ten years, the 40 % deemed cost (18 880 euros) beats her actual 2 500 euros. Her gain is 47 200 − 18 880 = 28 320 euros; with no other capital income, the 30 % tax is 8 496 euros for 2027.

Frequently asked questions

How long does closing a limited company in Finland take?

At least five months, PRH says.

How much does it cost to close an Oy?

255 euros in PRH fees, plus accounting and legal help.

Can I just stop filing and let PRH strike the company off?

No. PRH says removal is a compulsory measure, not a voluntary closure; tax duties continue and the money stays locked in.

What we do

When your company is wound up, we keep the books to the end, prepare the final accounts and file the last VAT and tax returns. The decision, the summons and the final settlement are legal steps that may need a lawyer, especially with disputes, employees or property. See limited company accounting or request a quote.

Sources

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.

Your Oy's books and year-end

Bookkeeping, VAT, the financial statements and the tax return for 199 € a month plus VAT up to 240 000 € of turnover, 249 € up to 500 000 € and a written quote above that. See accounting for limited companies.

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