Renewables Finland: Company Management

Like in other jurisdictions, individual projects in Finland are commonly organised in a single purpose vehicle (SPV), typically in the form of a limited company (osakeyhtiö, Oy). The Oy is an independent legal entity that is “bankruptcy remote”, i.e., the insolvency of the SPV does not put the parent company at risk beyond the loss of equity or debt investments. Furthermore, the assets of the SPV are unaffected by the insolvency of the parent company and can thus serve as collateral for financing.

Setting up a private limited company is a straight-forward process of creating a Memorandum of Association and Articles of Association and filing these with the Trade Register in a start-up notification. No share capital is required, but agreeing on a subscription price remains an option. The mandatory founding documents are public, but the shareholders can specify their relationship further by entering into a shareholder agreement. In essence, the effort going into founding an SPV rides on the degree of customisation needed for the project set-up.

The governance of an Oy is structured around a board of directors consisting of one to five members holding a general competence to run the administration of the SPV, and a general meeting, the top-level decision-making body of shareholders with competence in designated high-priority matters. A managing director can be appointed to handle day-to-day business.