Starting a Cooperative in Finland

Incorporation instrument

Content

The incorporation instrument (COA Chapter 2 – Section 1) must have the minimum contents required by the law.

Minimum contents of the incorporation instrument (COA Chapter 2 – Section 2)

The incorporation instrument shall contain the following information:
1) the date of the incorporation instrument;
2) all the incorporators and their shares;
3) the amount paid to the cooperative for a share (the issue price);
4) the period for payment; and
5) the members of the board of directors of the cooperative.

The rules referred to in Section 3 must be included in or attached to the incorporation instrument either in Finnish or in Swedish. When drawing up these, please use the rules models on this website. The cooperative’s financial year has to be determined either in the incorporation instrument or in the rules. The incorporation instrument must include the managing director (the board of directors), the financial auditors, and the performance auditors if such a body exists in the cooperative. If shares are issued, the information mentioned in Paragraph 1 must be included for the shares and their subscribers. It is possible to designate the chairperson of the board (and of the supervisory board). If the board chairperson is not named in the incorporation instrument, the board of directors must hold a constitutive meeting to elect its chairperson. The record of this meeting is to be attached to the documents filed with the notification to the Trade Register.

The incorporation instrument must be issued in several original copies because one copy is to be attached to the cooperative’s incorporation notification. It is useful to keep one copy for the cooperative itself.