Starting a Finnish limited liability company (Oy) without share capital

Starting a Finnish limited liability company (Oy) without share capital

A fairly inconspicuous change that allows starting a new limited liability company entirely without share capital took effect on July 1st. We establish companies with customers regularly and just last week postponed the registration of one. This wasn’t because the customer was unwilling to invest in their new company, but for the practical reason that online registration would needed to have been processed by the end of the week. From now on, starting a company online will always be done without share capital.

Especially new entrepreneurs have often had misconceptions about the meaning of share capital. A common one is that this so-called restricted shareholders’ equity is similar to expenses, and becomes unavailable. In practice, money invested as share capital will be immediately transferred to the company’s bank account, and can be used for normal expenses. In bookkeeping, the money has been tied and unavailable to be e.g. returned directly to the owner personally. Considering that nearly all business requires some sort of financial investment in the beginning, a share capital requirement of €2,500 has typically not been an issue. However, removing this requirement makes it easier to start a company, as an entrepreneur can complete the registration immediately and only then specify how much financial investment they need. It remains to be seen whether this is a good or a bad thing. Most likely it will be a bit of both.

Small delay can lead to harsh penalties

One aspect of share capital investing is that the small preliminary investment of shares in the company provides more incentive for the mandatory organization of the company’s administration to be taken seriously. Larger penalty payments imposed by tax authorities create a situation where even a small delay in e.g. establishing bookkeeping can lead to costs for the entrepreneur. I have witnessed situations even this year where an entrepreneur has accumulated over €1,000 of mandatory penalty by submitting reports of intra-community sales late and incorrectly written. This is only one example of situations in which a company founded easily and flexibly between friends has quickly gotten into trouble. Similar problems are sure to increase as starting a company is made easier.

The importance of a company’s bank account

An essential viewpoint into the topic is postponing the opening of a bank account. Because of requirements imposed onto banks, entrepreneurs have occasionally found it nearly impossible to open a bank account. However, starting a limited liability company currently requires such an account, and the prerequisites of opening one have been considered before registering the company in the first place. Since share capital investments are not required, a company can go into business before having a bank account. This can easily cause problems, as the company’s pay traffic is managed using e.g. employees’ own accounts or online payment services. In my Finnis blog post from 11.12.2017 I wrote about how essential being a bank’s customer is to a company. The matter can even be justified by direct cost savings by taking into account how e.g. we at AutoAccount can manage bookkeeping using digital information from banks at a much lower price than the rest of the market.

Starting a company is easy – closing one is not

Despite the previously discussed possible issues, I do not mean to decry this entire update. For instance, we ourselves have founded a subsidiary in Estonia entirely without share capital, since the nature of the business did not require new capital. When needed, the means for investing can be found from other sections of bookkeeping besides share capital. In Estonia, the option to distribute dividends is tied with paying share capital, which for Finland’s benefit does not seem to be included in the new changes.

Many business ideas are based on one’s own skills and know-how, and actual material purchases are barely needed. When a society sends a message to remove obstacles to entrepreneurship and self-employment is more common than before, the change is justified. If, for instance, one’s own employment depends on having to invoice customers through one’s own company, the possibility to easily start an LLC/Oy is welcome. However, an Oy is a less risky option than a business name of a self-employed in regards to e.g. responsibility matters, even for a one-man business.

A tip for new entrepreneurs: despite the seeming ease, do not start a limited liability company without a concrete plan for the future. Starting a company is now easy, but it brings with it a managerial burden, and shutting it down is its own expensive and arduous process.

 

Author Mikko Ilves is an entrepreneur and the Chairman of the Board of Digibalance Group. More blog updates: www.autoaccount.info/blog/

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