Osakeyhtiöoikeudelliset sisaryhtiösulautumisen toteuttamistavat
Avainsanat:fuusiot, osakeyhtiöt, yhtiöoikeus, yritysjärjestelyt
Limited Liability Company Act includes new provisions on the merger of sister companies
The Company Law Directive (EU) 2017/1132 of the European Parliament and of the Council has been amended by EU Directive 2019/2121, which contains provisions concerning the mergers of sister companies. The provisions regarding
the merger of sister companies have been added to the Finnish Limited Liability Companies Act and entered into force on 31 January 2023. The simplified formalities can be applied to merger of sister companies.
The provisions of the Finnish Limited Liability Companies Act differ from the definitions of and the implementing provisions for the merger of sister companies and simplified formalities under the Company Law Directive. There are
several alternative methods for implementing sister company mergers, and the provisions do not constitute a logically coherent set of rules for implementation. Some provisions in the Finnish Limited Liability Companies Act are national
and limited or broader compared to the Company Law Directive. Due to the absence of rulings on the Company Law Directive and the articles of the Court of Justice of the European Union, the predictability of judicial solutions is low.
The national definitions of and the implementing provisions for the merger of sister companies differ from the definitions and the implementing provisions of national accounting and taxation legislation. However, neither the Company Law Directive nor the Limited Liability Companies Act affect accounting and taxation legislation. Therefore, the practical implementation of corporate, accounting and taxation legislation has increased in complexity.