Shareholder register
If the shares in a limited liability company have not been incorporated in the book-entry system, the company is under an obligation to maintain a shareholder register.The shareholder register is a register on the company’s shareholders and the company’s shares in their possession. All shares and shareholders of the public companies are listed on the date base held by the Finnish Central Securities Depository Ltd.
The shareholder register shall include at least the following information:
the shareholder’s name and address (in the articles of association it can be stipulated that the shareholder register contains the shareholders municipality of residence and birth date instead of their addresses);
the number of individualized shares or share certificates per share type;
the date of issue of the shares; and
other differences in the rights and obligations carried by the shares.
If a share certificate has not been issued for the share, the shareholder register must note a lien or other comparable right that has been notified to the company.
Even in the case that the company has only one shareholder, the shareholding shall be notified for registration in the shareholder register immediately, and no later than within two months from the acquisition.
Maintaining the shareholder register is always the sole responsibility of the company’s board of directors. This means that the board of directors may not assign its decision-making power for entering the shareholder register notations to any other company organ or officer of the company. In practice, however, the board of directors may assign the preparation and maintenance of the shareholder register to the company’s managing director or to another officer of the company but the board itself is nevertheless always responsible for the proper administration of the register. If it is not clear for example what should be marked in the shareholder register the decision on the shareholder register notation shall be made at a board meeting. The board of directors is also responsible for reassuring that reliable evidence of the payment of the transfer tax has been presented. According to the Limited Liability Companies Act the negligence of these activities is a punishable as a limited liability company violation and may result in liability for damages.
According to law, the registers shall be maintained in a reliable manner. No other requirements are given. In practice, the register is kept either manually or automatically. In the latter situation, updated documents of the register should be printed.
A shareholder may exercise his/her rights only after he/she has been included in the company’s shareholder register or he/she has at least announced his/her acquisition to the company and presented a statement of his acquisition. The use of such property rights that require position of share certificate, such as taking payment on a dividend against the share certificate, does not require registration of the ownership of the share in the share register.
In case several persons own shares together, they may exercise the rights belonging to a shareholder only through a joint representative.
The shareholder register is a public document. Thus, it must be kept available at the company’s headquarters for public inspection. Everyone has a right to inspect the register and to be given a copy of them after having compensated the costs accrued to the company thereof.