Filing the financial statements with PRH

The adopted financial statements (tilinpäätös) of a Finnish limited company (osakeyhtiö) must be filed with the trade register (kaupparekisteri) kept by the Finnish Patent and Registration Office (PRH). This guide explains why a dormant company must file too, the two ways to file, the deadline and what happens if you file late.

Does a dormant company have to file its financial statements with the trade register?

Yes. PRH states that even a dormant company must file its financial statements with the trade register. According to the Finnish Accounting Board (kirjanpitolautakunta), the obligation is absolute (KILA 1770/2005). Having no activity does not exempt a company from filing.

What you file is the adopted financial statements. The order is:

1. The board of directors (hallitus) and the managing director (toimitusjohtaja), if there is one, date and sign the financial statements (KPL 3:7).
2. The annual general meeting (varsinainen yhtiökokous) or a unanimous written shareholders' decision (osakaspäätös) adopts them (OYL 5:3, OYL 5:1).
3. The adopted financial statements are filed with the trade register.

What the financial statements contain and how to prepare them is covered in our guide to dormant company financial statements.

What does the filing require?

According to PRH, the financial statements filed with the trade register must include comparison figures for the previous financial year, unless it is the company's first financial year. They must be signed by a board with a quorum and by the managing director, if there is one.

When the board has one ordinary member and a deputy member (OYL 6:8), the ordinary member signs the financial statements alone. The deputy only signs when acting in place of the ordinary member.

How do you file: OmaVero or YTJ?

There are two ways to file the financial statements.

1. In OmaVero, as an attachment to the tax return 6B. Attach the adopted financial statements to the tax return (veroilmoitus) in OmaVero, the Finnish Tax Administration's online service, and choose "PRH ja Verohallinto" as the attachment type. The Tax Administration forwards the financial statements to PRH 7 days after receiving them. This works when the financial statements are adopted before you file the tax return. See our tax return 6B guide for details.

2. Directly in YTJ. In the YTJ service (ytj.fi) you file the financial statements directly with the trade register. This route suits you especially when the annual general meeting is held after the tax return deadline. In that case, file the tax return on time and file the adopted financial statements later in YTJ.

Either way, the financial statements are only filed once they have been adopted.

What do you enter in YTJ?

When you file in YTJ, you enter the following information on the form, among other things, in addition to the financial statements:

• the adoption date: the date on which the annual general meeting or the shareholders' decision adopted the financial statements
• the decision on the profit: for example "Tilikauden tulos kirjataan edellisten tilikausien voitto (tappio) -tilille. Osinkoa ei jaeta.", meaning the result is booked to retained earnings and no dividend is paid

The meeting minutes or shareholders' decision are not attached to the filing. Keep them with the company's own records.

What is the deadline for registering the financial statements?

The adopted financial statements must be filed with the trade register within 2 months of adoption (OYL 8:10). The annual general meeting must be held within 6 months of the end of the financial year (OYL 5:3), so the practical final deadline is 8 months after the year end.

For a calendar-year company, the last possible day is 31 August. If the financial statements are adopted earlier, for example on 31 March, the deadline is 31 May. All deadlines are in our deadlines guide.

What does filing late cost?

PRH charges a late filing fee if the financial statements have not been filed within 8 months of the end of the financial year. The fees apply to financial years ending on or after 1 December 2024:

• 150 euros if the filing is up to 2 months late
• 300 euros if it is 2-4 months late
• 600 euros if it is more than 4 months late or never made

The fee doubles if the filing is late for two or more consecutive financial years. A public limited company always pays the doubled fee. Filing in YTJ within 8 months of the end of the financial year is free of charge.

What if the company's equity is negative?

If the board finds that the company's equity is negative, it must without delay file a notice of loss of share capital with the trade register (OYL 20:23). This is a separate notice from registering the financial statements.

In this calculation, equity also includes capital loans (pääomalainat), accumulated depreciation difference (poistoero) and voluntary provisions (vapaaehtoiset varaukset). The balance sheet of a dormant company shows directly whether its equity is negative.

Public limited companies are also subject to a separate rule for when equity falls below half of the share capital. It does not apply to private limited companies.

Check these before filing

• The financial statements have been adopted by the annual general meeting or a shareholders' decision.
• They include comparison figures, unless it is the first financial year.
• They are dated and signed by the board and the managing director, if there is one.
• In OmaVero, the attachment type is "PRH ja Verohallinto". Otherwise the financial statements are not forwarded to PRH.
• In YTJ, the adoption date and the decision on the profit match the minutes or shareholders' decision.

Get the documents ready

Ei Liiketoimintaa prepares signature-ready financial statements with comparison figures and annual general meeting minutes that record the adoption and the decision on the result. You also get personal filing instructions with your company's deadlines. You make the filing in OmaVero or YTJ yourself.

Note that the service and the documents it produces are in Finnish.

Create your financial statements