Buying a Company in Finland: What Foreign Buyers Need to Know

Written by Oscari Seppälä, Specialist Partner, LKOS Law Office Oy · Updated 25 August 2026

When does a foreign buyer need Finnish counsel?

A foreign buyer needs Finnish legal counsel by the time the parties have reached agreement in principle on the target — and before any letter of intent is signed. A Finnish company is assessed under Finnish law, the purchase agreement is drafted under Finnish law, and the closing steps are filed with Finnish registers. A translated foreign purchase agreement is not the same thing as a contract that is valid and enforceable under Finnish law.

In practice, a cross-border acquisition into Finland usually begins because the buyer has worked with the target for years as a customer, supplier or distributor. The commercial trust already exists; the legal picture of the target does not. That is exactly where legal due diligence earns its keep: it turns familiarity into knowledge.

Share deal or asset deal — which works better in Finland?

In a share deal the buyer acquires the shares in the target and the company transfers as it stands, with its liabilities and its contracts. In an asset deal the buyer acquires only identified assets, contracts and personnel, and historical liabilities stay with the seller as a starting point. The choice is not a technical detail: it determines the tax treatment, which liabilities pass to the buyer, and how the transaction is actually completed.

Key differences from the buyer's perspective

In practice the structure is chosen on tax treatment and allocation of liability. The wrong choice routinely costs more than the entire advisory fee. We work through the alternatives as part of our corporate law assessment.

Five things that surprise foreign buyers in Finland

1. Employees transfer automatically, and the deal is not a ground for dismissal

In a transfer of undertaking, employment relationships and their terms pass to the buyer directly by operation of law. Under Chapter 1, Section 10 of the Employment Contracts Act (55/2001) the transferee is bound by the terms in force at the time of transfer, and under Chapter 7, Section 5 of the same Act the transfer as such is not a ground for dismissal. A change of ownership is therefore not a proper and weighty ground for termination, and existing terms cannot be varied unilaterally in connection with the deal. Personnel costs have to be priced into the purchase price as they are, not as the buyer hopes they will be after integration. See our employment law services.

2. Real property and forest acquisitions may require a government permit

Where the buyer comes from outside the EU and the EEA, acquisitions of real property in Finland require a permit under the Act on the Permit Procedure for Certain Real Property Acquisitions (470/2019), granted by the Ministry of Defence. It has to be assessed separately whether the transaction falls within the screening regime under the Act on the Monitoring of Foreign Corporate Acquisitions (172/2012). Both are established before the purchase agreement. Done afterwards, the answer may be that the deal has already been structured in a way that cannot be completed.

3. The transaction may have to be notified to the Finnish Competition and Consumer Authority

A transaction must be notified to the Finnish Competition and Consumer Authority (FCCA) if the turnover thresholds in the Competition Act (948/2011) are met: the parties' combined turnover generated in Finland exceeds EUR 100 million, and the Finnish turnover of each of at least two parties exceeds EUR 10 million. A notifiable transaction may not be implemented before clearance. The threshold is crossed more often than buyers expect, because the calculation captures the Finnish turnover of the entire buyer group, not just the target's.

4. The buyer's duty to examine is broad in Finland

Under Finnish sales law, a buyer cannot as a rule invoke as a defect a matter that it knew about, or that it ought to have discovered when examining the target. The principle in Section 20 of the Sale of Goods Act (355/1987) carries over into corporate transactions. In practice this means that incomplete due diligence weakens the buyer's position later. Seller's warranties do not automatically make up for what would have been apparent — and in a dispute the question is settled in dispute resolution or arbitration.

5. Finnish due diligence emphasises different things than in many neighbouring countries

In a Finnish target, the surprises are typically found in four places: environmental liabilities and contaminated land; change of control clauses in key contracts; contractor's liability in the subcontracting chain; and pension and holiday pay obligations. These do not show up in the financial statements as clearly as debt and security interests do, but in a share deal they pass to the buyer.

What a foreign buyer should not do

• Do not sign a letter of intent before you know what in it binds you. Many a "non-binding" letter of intent is binding under Finnish law as regards exclusivity, confidentiality and the duty of loyalty, and breaking off negotiations without proper grounds can give rise to liability in damages.
• Do not assume the seller's warranties work the way they do at home. The construction of warranties and limitations of liability, notice periods for claims, and the burden of proof are determined under Finnish law unless the contract says otherwise.
• Do not pay the whole purchase price at closing if due diligence left open items. Escrow, a holdback or an earn-out mechanism is a cheaper solution than a dispute.
• Do not run the deal on home-country counsel alone. Finnish Trade Register practice, maintenance of the shareholder register and filings with the authorities are not solved by translation.
• Do not skip export controls and sanctions if the target trades with third countries. Where relevant we check sanctions and export control exposure as part of due diligence.

How a Finnish acquisition runs — stage by stage

Reference: SIA OŠUKALNS – Suomen Tervaleppä Oy

Why LKOS Law Office as a foreign buyer's counsel

• A Latvian-speaking lawyer in Finland. Explain your situation in your own language and get the answer under Finnish law, without a translation layer between two countries. Baltic engagements are led by Managing Partner Liene Krumina.
• The same experienced lawyer from start to finish. The engagement is handled by a partner, not by a rotating chain of associates.
• Finland and the Baltics from one table. Our Baltic Desk covers both ends of the transaction.
• Sector knowledge, not just transaction mechanics. Forestry and wood products, logistics, industry and international trade are core to our practice.
• The price is known before the work starts. Fixed fees for defined scopes of work.

Fees

• Initial assessment — free of charge. A 45-minute conversation covering the target, the structuring alternatives, permit requirements and the merger control threshold. You receive a written summary and an estimate of the total cost.
• Scoped due diligence — fixed fee. Covers corporate matters, key contracts, employment and permits within an agreed scope. Report in English or Finnish, with risks prioritised.
• Transaction documentation and closing — fixed fee or capped hourly rate. Agreed after due diligence, once the scope is known.

Frequently asked questions

Does a foreign buyer need permission to buy a Finnish company?

Acquiring the share capital does not as such require a general permit. A permit or an authority procedure may nevertheless arise for two reasons: if the transaction includes real property and the buyer comes from outside the EU or the EEA (Act 470/2019), or if the target falls within the screening regime for foreign corporate acquisitions (Act 172/2012). In addition, a transaction that meets the turnover thresholds must be notified to the Finnish Competition and Consumer Authority.

How long does an acquisition take in Finland?

A mid-sized share deal typically takes 7–11 weeks from the first structuring call to closing. Due diligence takes 2–4 weeks and documentation 2–3 weeks. The timetable lengthens if the transaction requires an FCCA notification or a real property acquisition permit.

Can the share purchase agreement be drafted in English under Finnish law?

Yes. The purchase agreement can be drafted in English and Finnish law can be chosen as the governing law. Filings with the authorities, such as Trade Register filings, are nevertheless made in Finnish or Swedish.

Do employees transfer automatically to the buyer in an acquisition?

In a share deal, employment relationships continue unchanged because the employing company stays the same. In an asset deal, employment relationships transfer to the buyer as a transfer of undertaking on existing terms under Chapter 1, Section 10 of the Employment Contracts Act (55/2001). Neither situation in itself justifies dismissal.

Is due diligence by a foreign adviser sufficient in Finland?

Not on its own. The legal position of a Finnish target is assessed under Finnish law, and the key registers, the collective agreement system, the environmental and permit regime and the pension system differ from their counterparts elsewhere. A foreign report works well as commercial background work, but legal due diligence has to be carried out under Finnish law.

What does it cost for a foreign buyer to acquire a company in Finland?

The initial assessment is free of charge. Scoped legal due diligence is priced as a fixed fee according to the agreed scope, and the transaction documentation either at a fixed fee or at a capped hourly rate. The price is given before the work begins.

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This page is a general description of the regulation in force and should not be relied on as legal advice in an individual matter. Updated 25 August 2026.