Questions and answers about COVID-19

The meetings of limited liability companies, housing companies, cooperatives and associations can be postponed this spring so that they will be held by the end of September. The possibility for postponement does not apply to the preparation of financial statements. 

Moreover, the board of directors of a corporation may decide to postpone a meeting even further or combine the spring and autumn meetings. The decision must be based on an overall assessment that must take into account the corporation’s articles of association or its rules concerning the matters to be decided, the health protection needs of the shareholders or members, and whether the postponement may cause damage to the corporation or its shareholders or members (see the Statement of the Legal Affairs Committee LaVL 2/2020 vp, p. 4 and Government Proposal HE 117/2020 vp). As a rule, postponing or combining meetings does not affect the validity of decisions.  

The board of directors of a cooperative or the executive committee of an association can allow its members to participate in a meeting remotely even in cases where the rules of the corporation explicitly prohibit or do not allow remote participation. The temporary Act allowing this will be in force until 30 June 2022.  

The management of a cooperative or an association must ensure that all members have, despite the COVID-19 pandemic, sufficient opportunities to participate in the decision-making taking place at a meeting. To ensure this, it may be necessary to allow remote participation or participation by using a representative. If a member of an association does not have sufficient digital skills for remote participation, there may appear situations where the member has a ‘technical assistant’ present at the meeting, even if this is not expressly permitted under the Associations Act. Compliance with this restriction cannot, in practice, be monitored in remote participation. 

When selecting the methods of participation and making the practical meeting arrangements, it is good to note that it may not be possible to establish with certainty who actually attends a meeting remotely in addition to the members and possible representatives.

The executive committee of an association must provide the members with adequate instructions on remote participation and voting. Voting and election rules, for example, can be used as a model. The same applies to remote participation in a meeting of the delegates. The executive committee cannot, however, establish actual voting and election rules referred to in section 30 of the Associations Act. 

Even if virtually all participants would participate in a meeting remotely, the meeting must nevertheless have a physical venue.

The board of directors of a listed company may decide to allow remote participation or participation by using a representative. The temporary Act allowing this will be in force until 30 June 2022.

The board of directors can decide that representatives will also participate remotely. In such a case, an opportunity for shareholders to request information, for the management to provide information, and for shareholders to propose a matter to be included on the agenda of the general meeting must be provided before the meeting and voting. Voting can be conducted in advance or during the meeting as remote voting.

The notice of a general meeting to be submitted by a listed company must contain detailed instructions on the participation in the meeting, the manner and time of presenting questions and counter-proposals, and the publication of questions, proposals and the company's replies.

A member of a cooperative has a statutory right to use a representative, even if this is prohibited under the rules of the cooperative. The temporary Act allowing this will be in force until 30 June 2022. 

The executive committee of an association may allow the use of a representative even if the rules of the association do not allow this. The temporary Act allowing this will be in force until 30 June 2022. In practice, the executive committee may also set requirements concerning representatives, provided that they are justified and comply with the principle of equality. For example, the executive committee of a federation may, on the basis of the purpose and activities of the federation, require that a representative participating in a meeting of the federation must be a member of a member association of the federation in question.

The Ministry of Justice has examined the meeting practices of different corporations between March and August 2020. Based on the study, the meeting arrangements enabled by the temporary act have functioned well and the Ministry is not aware of any problems related to the participation of shareholders and members in the meetings (Publications of the Ministry of Justice, Reports and guidelines 2020:17 – http://urn.fi/URN:ISBN:978-952-259-894-3).

Further information about the practical arrangements related to the holding of meetings, use of a representative, remote participation, and preparation of financial statements is provided by organisations for the different types of corporations and sectors, advisory bodies and other organisations, such as

• the Confederation of Finnish Industries (EK)
• the Finnish Chamber of Commerce (KKK)
• the Advisory Board of Finnish Listed Companies (operating in connection with the EK and the KKK)
• the Federation of Finnish Enterprises
• the Finnish Real Estate Federation
• the Finnish Real Estate Management Federation
• the Pellervo Coop Center
• the Finnish Federation for Social Affairs and Health SOSTE
• the Olympic Committee
• the Finnish National Youth Council Allianssi
• the Central Organisation of Finnish Trade Unions SAK
• the Finnish Association of Auditors.

The board of directors of a housing company may allow remote participation directly under the Limited Liability Housing Companies Act, but a shareholder always has the right to be physically present at the meeting if he or she so chooses. In addition, a shareholder of a housing company has the right to use a representative at the meeting.

The board of directors of a cooperative or the executive committee of an association has a statutory right to require advance registration for a meeting that will be held by 30 June 2021. The final registration date may not be earlier than two weeks before the meeting. The final date for sending a notice of the meeting is calculated backwards from the final registration date.

The board of directors or the executive committee of a corporation is responsible for arranging and convening meetings. Shareholders and members can expect to receive information about meetings from the board of directors or the executive committee.

A child has the right to maintain contact with both parents. This right must be respected in all circumstances.

Further information and more detailed instructions for parents are available on the website of the Finnish Institute for Health and Welfare.

The temporary interest rate cap of 10 per cent applies to consumer credits falling within the scope of application of chapter 7 of the Consumer Protection Act. The interest rate cap does not apply to goods-or-services-related credits, such as general credit card credits, car hire purchase and instalment payment options in e-commerce.

The ban on direct marketing of consumer credits applies to consumer credits falling within the scope of application of chapter 7 of the Consumer Protection Act, including goods-or-services-related credits.

The coronavirus crisis can affect the financial situation of many people. What should you take into account if your income drops? What should you take into account if you are taking out a loan? You can find answers to these and many other questions on the website of the financial and debt counselling services.

If you need advice concerning your financial situation, you can contact a legal aid office providing financial and debt counselling services or the financial and debt counselling chat. The chat is open from Monday to Friday at 10–12. The chat and the contact details of the legal aid offices are available on the Oikeus.fi website.

Advices also on the website of the Finnish Competition and Consumer Authority