Shareholders Agreement in Finland: Template, Key Clauses and Local Law (2026)

A shareholders agreement (osakassopimus) in Finland is a private contract between the owners of a limited liability company (osakeyhtio). It sets out how they will run the company, move shares, resolve deadlock and exit. It sits alongside the company's articles of association, not inside them, and it binds only the people who sign it. This guide explains what Finnish law does and does not control, the clauses a Finnish shareholders agreement should carry, and a skeleton you can adapt. It is general information, not legal advice. ## What law governs a shareholders agreement in Finland? Two statutes do most of the work. - The Limited Liability Companies Act (Osakeyhtiolaki 624/2006) governs the company itself: share classes, the board, general meetings, minority rights, distributions and share registers. Its mandatory provisions cannot be contracted away.

• The Contracts Act (Laki varallisuusoikeudellisista oikeustoimista 228/1929) governs the agreement as a contract: how it is formed, interpreted and enforced. Section 36 of that Act lets a court adjust a term it finds unreasonable. The key distinction in Finnish practice: the articles of association bind the company and anyone who later becomes a shareholder, while the shareholders agreement binds only its signatories. If you want a rule to bind the company itself or a future buyer of shares, it usually has to live in the articles. If you want flexibility and confidentiality between named owners, the shareholders agreement is the place. A shareholders agreement can supplement the Companies Act, but it cannot override a mandatory rule in it. Where the two conflict, the Act wins. ## Is a shareholders agreement binding in Finland? Yes, between the parties who sign it. It is a normal contract, enforceable like any other, subject to the Contracts Act and to the mandatory provisions of the Companies Act. Two limits matter in practice: 1. It does not bind the company unless the company is a party. A voting commitment or a transfer restriction in the agreement is enforceable between the shareholders, but the company's board is not obliged to act on it unless the company has signed or the same rule appears in the articles.

2. A breach usually sounds in damages, not nullity. If a shareholder votes against an agreed position, the corporate decision generally stands. The wronged party claims damages or enforces a contractual penalty. This is why Finnish agreements often add liquidated-damages clauses. ## Key clauses in a Finnish shareholders agreement ### Parties, company and purpose Name every shareholder, the company, and the business the company will carry on. State that the agreement supplements the articles and that the articles prevail on any point the law requires to be in them. ### Governance and decision-making Set who nominates board members, what needs a simple majority, and which reserved matters need unanimity or a qualified majority (new share issues, borrowing above a limit, changing the business, related-party deals). Remember that the Companies Act sets the baseline for general meetings and board duties. ### Share transfers, pre-emption and lock-up This is the heart of most agreements. Cover:

• a lock-up period where shares cannot be sold;
• a right of first refusal (pre-emption) for existing shareholders;
• tag-along rights so a minority can join a majority sale on the same terms;
• drag-along rights so a majority can require the minority to sell to a bona fide buyer. A matching redemption or consent clause (lunastuslauseke) in the articles makes transfer control effective against the company and new holders, not only between signatories. ### Funding and anti-dilution State how future capital will be raised, whether shareholders must follow their money, and what happens to a shareholder who does not participate in a round. ### Non-compete and confidentiality Bind active shareholders not to compete and to keep company information confidential. Keep any post-exit non-compete reasonable in scope and time; an unreasonable restraint risks adjustment under Section 36 of the Contracts Act. ### Dividend and distribution policy Record the intended approach to distributions, within the Companies Act limits on lawful distributions. ### Deadlock, exit and good leaver / bad leaver Agree a mechanism for deadlock (mediation, a buy-sell or Russian-roulette clause) and how shares are valued and bought back when a founder leaves, with good-leaver and bad-leaver pricing. ### Term, breach, penalties and governing law Set the term, the consequence of breach (often a contractual penalty because the corporate act itself usually stands), Finnish governing law, and dispute resolution (Finnish courts or arbitration, often Finland Arbitration Institute rules). ## Template skeleton ```

1. Parties and definitions
2. The company, its business and this agreement vs the articles
3. Governance: board nomination, meetings, reserved matters
4. Funding and anti-dilution
5. Share transfers: lock-up, pre-emption, tag-along, drag-along
6. Good leaver / bad leaver and share valuation
7. Non-compete and confidentiality
8. Dividend and distribution policy
9. Deadlock resolution
10. Term and termination
11. Breach, penalties and remedies
12. Governing law (Finland) and dispute resolution
13. Signatures

- **Mind mandatory minority protections.** The Companies Act gives minorities rights (for example on distributions and information) that an agreement cannot strip away.
- **Finnish or Swedish are the official languages of filings.** An English agreement is valid between the parties, but anything filed with the Trade Register follows Finnish practice.
- **Section 36 reasonableness.** Courts can moderate a clause that is clearly one-sided, so draft penalties and restraints to be proportionate. ## From the agreement to the day to day Signing the agreement is the easy part. The real work is living by it: tracking the pre-emption notice periods, remembering the lock-up end dates, keeping the cap table and version history straight through each funding round, and spotting when a draft resolution breaks a reserved-matters rule. When that work is scattered across email, a shared drive and someone's memory, obligations get missed. An AI contract workspace keeps the signed agreement, its clause structure, the key dates and the related corporate documents in one place, so a founder or counsel can draft from a template, see per-clause risk, edit terms in plain language and get an alert before a deadline. If you want to see how one workspace handles drafting, review, tracking and governance together, [Adira](https://adiralaw.com) is built around that idea. Deep, Finland-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ