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The content concerns Finnish legislation.
 

Criminal Liability

According to the Limited Liability Companies Act, the following acts may result in conviction for a company law offence for which the sentence is a fine or imprisonment for a maximum of one year:

  • provisions on preparing of the statement of an approved auditor;

  • taking the securities of a private company into public trading;

  • illegal distribution of the company’s assets violating the protection of the shareholders and the creditors;

  • acting as an intermediary for a third party in order to circumvent a law provision or the articles of association.

According to the Limited Liability Companies Act, the breach against the following acts may result in conviction for a company law violation for which the sentence is a fine:

  • keeping available the minutes of general meetings of shareholders;

  • keeping the shareholder register available;

  • reporting on the right of redemption or the redemption obligation to the company;

  • preparing the annual accounts, annual reports or consolidated annual accounts;

  • submission of final accounts relating to the liquidation, merger or demerger of a company.

It is possible to make exceptions to the penalties of company law violation or company law offence, if the act is of minor significance or subject to a more severe penalty elsewhere in the law.

Management can also be held criminally liable directly under the Penal Code or other legislation. A manager is for example under a confidentiality obligation regarding the business matters of the company. Disclosing a business or a professional secret of the company is a punishable act according to the Penal Code and may result in a fine or maximum of two year’s imprisonment. In addition, liability for damages may follow.

According to the Penal Code, a register entry offence may also for example result in a fine or imprisonment for a maximum of three years. For instance, giving false information to the registration authorities may establish such an offence. According to the Penal Code, submission of false evidence to an authority may result in a fine or imprisonment for a maximum of six months. Such an offence is, e.g., disclosing legally significant untruthful statement to the authorities. Management may also be liable for environmental offences.

A punishable act becomes time-barred only after ten years and a decided damage receivable according to the common three-year rule.