Share issue in Finland: how an Oy issues new shares

Karma Accounts · Published 2 November 2026

A share issue (osakeanti) is how a Finnish limited company (osakeyhtiö, Oy) gives out new shares, to bring in an investor or a new partner or to take in more money from the owners. The general meeting decides it, or the board under the meeting's authorisation, and the decision says who may subscribe, at what price and whether the money goes to share capital or the SVOP fund. A decision on a paid issue of new shares must be notified to the Trade Register within one month, and the new shares once paid; PRH charges 300 euros when both go on one notification. Subscribing new shares carries no transfer tax.

Under the Limited Liability Companies Act (osakeyhtiölaki, OYL) a share issue means issuing new shares or transferring shares the company already holds (OYL 9:1). In a paid issue (maksullinen osakeanti) shares are subscribed against payment; in a free issue (maksuton osakeanti) they are given without payment. A free issue to all owners pro rata brings no money in and changes nobody's percentage, so this article is about the paid issue of new shares.

As a rule, existing shareholders have a pre-emptive right to new shares in proportion to what they own (OYL 9:3). A private Oy's articles of association can depart from this.

An issue that departs from this, such as one to an outside investor, is a directed share issue (suunnattu osakeanti). It is allowed only if the company has a weighty financial reason for it (painava taloudellinen syy), with special attention to how the subscription price compares with the shares' fair price (OYL 9:4). A directed free issue needs an especially weighty financial reason, taking into account the interest of all shareholders.

At a general meeting a directed issue needs two thirds of both the votes cast and the shares represented (OYL 5:27), and the notice must mention it (9:4). If all shareholders agree, they can decide without a meeting in a written, dated and numbered decision; with more than one shareholder at least two of them sign it, and a sole shareholder signs alone (OYL 5:1). Our AGM minutes template shows the format.

Who decides: the general meeting or the board

The general meeting decides a share issue (OYL 9:2). It can instead authorise the board (osakeantivaltuutus), giving the maximum number of shares to be issued by share class. The authorisation must itself be notified for registration within one month, and in a private company it is valid until further notice unless it says otherwise. If it does not exclude directed issues, the notice and two-thirds rules above apply to granting it.

What the decision must contain

A paid share issue decision must state (OYL 9:5):

the number or maximum number of shares by class, and whether they are new shares or the company's own shares
who may subscribe and, in a directed issue, the grounds for the weighty financial reason
the subscription price (merkintähinta) and the grounds for setting it
the payment period
if not everyone subscribes at the meeting, the subscription period and, in an issue that is not directed, the time for using the pre-emptive right, which cannot end until two weeks after the subscription period begins.

It should also say where the money is booked. The subscription price of a new share goes to share capital unless the decision books it wholly or partly to the reserve for invested unrestricted equity (the SVOP fund) (OYL 9:6). If the shares have a nominal value, share capital must still rise by at least the new shares' nominal value. The choice matters later: share capital is restricted equity, while the SVOP fund is free equity (OYL 8:1), so it can be paid back by the procedure in our SVOP fund article.

Subscription, payment and bookkeeping

The subscription must be verifiable and show the subscriber, the issue decision and the shares (OYL 9:9), for example a signed subscription form.
Cash is paid to the company's bank account (OYL 9:11). Setting the price off against a receivable from the company, such as a loan the subscriber has given it, needs the board's consent unless the decision allows it (9:10).
Payment in kind (apportti) needs a report in the decision on the property and its value; work or services cannot be used (9:12).

The money is not taxable income for the company (Business Income Tax Act, EVL 6 § 1 mom 2 k). An increase in share capital takes effect only when it is registered, so until then the Accounting Board (kirjanpitolautakunta) has the paid amount booked to a separate share issue account, "share capital increase" (osakepääoman korotus), not yet to share capital (KILA 2059/2024):

Event	Debit	Credit
Share capital part paid before registration	bank	share capital increase
Share capital part registered	share capital increase	share capital
SVOP part: issue decided	subscription receivable	SVOP fund
SVOP part: paid	bank	subscription receivable

The SVOP part may instead go through the share capital increase account and be moved to the SVOP fund after registration.

Two things go to the Trade Register (kaupparekisteri):

The decision. A paid issue of new shares is notified without undue delay and at the latest one month after the decision (OYL 9:7). According to PRH, missing the month does not cancel the issue. A free issue is notified without delay (9:18).
The new shares, once fully paid and any other subscription terms are met, without undue delay (9:14). If more than a year has passed since the subscription period began, shares must also be notified after each financial year end. Shares not notified within five years of the decision, or a shorter time set in it, lapse.

If the money arrives within the month, both go on one change notification in the YTJ service; paper forms are not accepted from 1 January 2026. Attach:

a copy or extract of the minutes or written decision, certified by one person
the board members' and managing director's declaration that the Act was followed
an auditor's certificate on the payment or, if neither the law nor the articles require an auditor, other evidence of payment such as a bank statement
an auditor's statement if the shares were paid in kind.

The declaration and certificate can be given on PRH's attachment form 13S. PRH's fee is 300 euros for all share capital and share changes on one notification: the issue, a board authorisation, the new shares and any increase in share capital. Each notification is charged separately. Changing company details at PRH covers signing and authorisations.

The new shares carry shareholder rights from registration, unless the decision sets a later date, which can be at most a year after registration (OYL 9:15).

The shareholder register

Owners are not reported to PRH. The board keeps the company's shareholder register (osakasluettelo): each owner's name and address, the number of identified shares or share certificates by share class, and the date the shares were issued (OYL 3:15). The new owner is entered once the shares are registered. Share certificates, if the company uses them, may be issued only after registration (OYL 3:9).

Beneficial owners hold more than 25 % of the shares or votes, directly or indirectly, or otherwise control the company. The register records the basis and extent of their ownership, so when an issue brings in a new one or changes an existing owner's share, file a new beneficial owner notification at PRH without delay; it is free.

A worked example

Kide Software Oy has 2 500 euros of share capital, 37 500 euros of retained earnings and 1 000 shares without nominal value: Aino owns 600 and Ben 400. An investor offers 50 000 euros for a fifth of the company.

On Monday 16 November 2026 Aino and Ben decide in writing on a directed issue of 250 new shares to the investor at 200 euros each, payable by Monday 30 November 2026 and booked to the SVOP fund. The decision gives the reason (growth capital the owners cannot provide) and the basis for the price (a negotiated value of 200 000 euros before the investment). The investor signs a subscription form the same day.

	Before	After
Aino	600 shares, 60 %	600 shares, 48 %
Ben	400 shares, 40 %	400 shares, 32 %
Investor	–	250 shares, 20 %
Shares in total	1 000	1 250
Share capital	2 500 €	2 500 €
SVOP fund	0 €	50 000 €
Retained earnings	37 500 €	37 500 €
Equity (before issue costs)	40 000 €	90 000 €

The money arrives on 30 November. On Tuesday 1 December 2026 the company files the decision and the shares on one notification, before the deadline of Wednesday 16 December 2026, and pays 300 euros. After registration the board enters the investor in the shareholder register. Aino and Ben remain beneficial owners, but their shares fall to 48 % and 32 %, so the company also files a free beneficial owner notification.

Only 250 of 1 250 shares (20 %) changed owner. A company loses its tax losses if more than half of its shares change owner during or after the loss year, other than by inheritance or will. Changes add up, indirect changes count, and an issue counts only as far as it departs from pre-emptive rights. On its own this issue stays well below the line, and above it the Tax Administration can still grant an exemption.

Shares for an employee: the tax risk

Shares issued below fair value to someone because they work for the company are taxed. Under the Income Tax Act (TVL 66 § 1 mom) the discount is earned income. A discount of up to 10 % is tax-free only if the offer is available to the majority of the staff; what matters is to whom it is offered, not how many subscribe. An offer that only key people can take makes the whole discount taxable. The Tax Administration treats the managing director and board members under this rule the same way. The company withholds tax on the benefit and reports it to the Incomes Register.

Say the same Oy lets one employee subscribe 10 shares at 40 euros, its book equity per share before the investment, while the investor pays 200 euros, and the offer is not available to the majority of the staff. Taking 200 euros as fair value, the employee has 10 × 160 = 1 600 euros of taxable earned income.

An unlisted company has an alternative (TVL 66 a §): tax arises only on a price below the share's adjusted mathematical value from the last adopted financial statements. All the conditions must be met: the shares are the employer company's own; the offer is available to the majority of the staff; the subscriber, with family members, does not hold over 10 % of the shares or votes, directly or indirectly; the company carries on business and its assets are not mainly non-business assets; and it pays salaries regularly and is in the prepayment register. It covers the managing director but not a board member who is not employed by the company. Shares below value to a contractor as pay for work are work compensation.

Transfer tax

Subscribing new shares is not a taxable transfer, so no transfer tax (varainsiirtovero) is paid. Shares the company bought back and now passes on in an issue are a taxable transfer, as is buying shares from an owner; see transfer tax on shares.

Frequently asked questions

How much does a share issue cost at PRH?

300 euros per notification. The decision and the new shares filed together cost 300 euros once; a board authorisation filed first and the board's issue filed later are two notifications. PRH charges no VAT on its fees.

What is the deadline for registering a share issue?

The decision on a paid issue of new shares within one month; the new shares without undue delay once paid, and within five years of the decision at the latest.

Is a share issue booked to share capital or the SVOP fund?

For new shares, to share capital unless the issue decision books it wholly or partly to the SVOP fund. For the company's own shares it is the other way round: SVOP unless the decision says share capital.

What we do

We keep the books for limited companies, book the share issue to the right equity accounts and remind you of the PRH deadline. Valuing shares or drafting investor terms may need individual advice. 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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