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The pandemic and its effects on business in Finland.

Preventing the spread of Covid-19 in Finland – temporary exceptions to rules regarding annual meetings of companies, co-operatives and associations

On 24 April 2020, Finnish Parliament enacted temporary legislation regarding exceptions to the statutory requirements for the annual meetings of companies, cooperatives and associations to prevent the spread of Covid-19. The law allows companies, cooperatives and associations to hold their statutory meetings despite the restrictions on gatherings resulting from the Covid-19 pandemic while complying with the current health protection requirements. The law entered into force as of 1 May 2020 and will remain in force until the end of September 2020.

According to the new law, the annual general meetings of limited liability companies, meetings of co-operatives, meetings of associations and other similar meetings provided for under the applicable laws may be postponed and held by the end of September 2020 even if stricter deadlines otherwise applied under law or the articles of association or by-laws. However, the board of directors of a company or association must prepare the financial statement by the end of June 2020 at the latest (if the financial period has ended between 30 November 2019 and 29 February 2020).

Further, the law includes an option for the board of directors of a listed company to organise the annual general meeting so that the shareholders may only participate in the meeting by proxy. In that case, the board must, to facilitate the participation by proxy, appoint one or more representatives for the shareholders. The representative may not be a related party to the company. The board of directors may also decide that a shareholder may only participate in the meeting remotely by an appropriate technological solution. The means of participation by proxy or remotely would have to enable participants to support or oppose matters subject to voting. If the board proposes to the general meeting that the dividend is less than the so-called minority dividend, the proposal must include the possibility to vote for the distribution of the minority dividend.

Members of cooperatives and registered associations may, pursuant to the law, participate in a meeting by proxy or remotely with certain restrictions. The amendments also apply, for instance, to the meetings of cooperative banks and to insurance associations and insurance funds.

For more information, please contact:

Ida Keränen
Associate
Tuurna