Finland proposes €8,000 relief from apport auditor statements

Finland’s government proposes removing the mandatory auditor statement for certain small contributions in kind to private limited companies. HE 126/2026 sets an €8,000 limitFinlex, but the operative test depends on the transaction: at formation it concerns the subscription price paid in kind, while subsequent share issues apply the limit to subscriptions paid in kind during the financial year.

The proposed relief does not remove the need to identify and value the contributed property. Where the required valuation statement is missing or no auditor’s opinion has been obtained, the subscriber must demonstrate that the property had an economic value to the company corresponding to the payment. Any shortfall must be paid in money. The bill also proposes lighter proof requirements for cash payments in private companies, while retaining auditor certification for public companies.

For negative equity, the board would have to notify the Trade Register without undue delay and at the latest within two months after discovery. The bill expressly says notification would be unnecessary if the negative equity is remedied within that period. An entry could be removed once the evidence shows equity is no longer negative; the current requirement for an audited balance sheet or other evidence in specified cases would be removed.

Auditor and sustainability-assurance liability periods would also change. For non-criminal claims based on audit or assurance reports, the proposed five-year period runs from the end of the financial year concerned, while a claim could always be brought within two years after the report was presented. Other opinions and certificates retain a starting point linked to their presentation.

The package would widen special inspections and expressly require management to provide the documents, explanations and assistance needed. It also addresses obstruction and delay, company-asset use and discharge from liability.

A proposed simplified register-removal route for private companies requires all shareholders’ consent, no known debts or liabilities, and a decision to stop operations and distribute all assets. Recipients would retain liability for company debts up to the assets received insofar as distributions exceed distributable funds.

These are proposed changes awaiting parliamentary considerationTilintarkastajat, not relief that companies can already apply solely on the strength of the announcementFinlex.

The legislative basis is HE 126/2026Tilintarkastajat, particularly the proposed Limited Liability Companies Act provisions on contributions in kind, negative equity, special inspections, register removal and limitation of claims.