Finland: Virtual board and shareholder meetings and electronic signatures

 

Shareholder meetings
Generally, virtual attendance in shareholder meetings is allowed. An exception to this is if the corporate articles of association do not allow virtual attendance in shareholder meetings. The articles of association might also include other provisions on virtual attendance which are to be followed.

If virtual attendance is allowed, the board can decide that virtual attendance will be used as an option to attend a shareholder meeting. In order to hold the meeting only virtually, the shareholders must unanimously agree and accept it. Otherwise physical attendance must also be made possible. The option and means for virtual attendance must be indicated in the invitation for the meeting.

The protocol for virtual meetings is the same as for physical meetings, meaning that meeting minutes must be drafted. The chairperson of the meeting and a person elected as scrutinizer shall sign the minutes. The signing can be executed with wet signatures or e-signatures, also in counterparts to avoid physical meetings.
Written unanimous shareholder resolutions without a meeting are also possible. Unanimous shareholder resolutions can be signed in counterparts too with wet signatures or e-signatures.

Board meetings
The main rule for board meetings of a limited liability company is that all board members must be provided an opportunity to take part in the board’s decision making. If this is possible electronically, then virtual board meetings are allowed. Protocol must also be followed for virtual meetings. Meeting minutes are signed by the chairman of the meeting and, if the board consists of more than one board member, at least by one other board member with wet signatures or e-signatures. Execution in counterparts is accepted also for board minutes.
Written resolutions without a meeting are also possible for board resolutions. A written resolution can be signed in counterparts.

E-signature
E-signatures are generally accepted for business use and by the authorities. Documents that are needed to file information to registers are recommended to be signed with e-signatures that require authentication of the signatory to avoid additional requests from the authorities. Internal documents can also be signed with less advanced e-signatures.

 

For further information, please contact:

Jan Långstedt, Partner & Attorney at Law

MK-Law Attorneys Ltd, Helsinki

e: jan.langstedt@mklaw.fi  

t: +358 40 053 8022

 

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