Documents required to open an account and establish customership: 2. An attested copy of the minutes of the decision-making body of the company

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1 1 Opening a bank account This attachment details the documents and written explanations that banks usually require before opening a corporate bank account. Practices may vary between banks. A company's operations and ownership structure may also affect what documents are required. A bank account can only be opened for a registered company, but in certain situations an account is needed even before the company has been entered in the Trade Register. Opening a bank account is easy when the person opening the account has the required documents. In addition to these documents, a written explanation of the company's intended line of business and of the company s need for payment transfer services are required before a bank account can be opened. Banks will always use their own discretion when asking for written accounts and therefore they may deviate from the procedures detailed in these instructions. For more information on opening a bank account and other banking services, please contact banks directly. All banks operating in Finland are listed on the Financial Supervisory Authority s website at Documents required to open a bank account The following sections detail the documents and written explanations required for a registered, unregistered and foreign company to open a bank account. Registered company Documents required to open an account and establish customership: 1. Trade Register extract - The extract must indicate, among other information, the name of the company, date of registration, registering authority, authorisations to sign and members of the board of directors. - The extract may be a maximum of three months old. However, the bank may require an account registration date or a Trade Register extract that is two weeks old at maximum. 2. An attested copy of the minutes of the decision-making body of the company - The minutes must indicate the decision to open an account and those entitled to use the account. - The minutes required depend on the type of company and the practices of the bank. - The minutes are usually not required to open a bank account if all the actual members of a limited liability company s Board of Directors that have been notified to the Trade Register open

2 2 the account together and sign the account agreement. However, in this case the bank requires a recent Trade Register extract. - In the case of a general partnership or a limited partnership, only one responsible partner needs to sign, unless otherwise instructed in the rules of the company. However, the bank may require all responsible partners to agree on the use of the account together. - In the case of a housing company, mutual real estate company or cooperative, the bank will usually require the minutes of the company s Board of Directors. 3. Articles of Association or rules - The bank may require a company's Articles of Association or rules in order to establish customership. 4. An explanation of the nature and extent of payment transfers and the extent of individual payments 5. An explanation more specific and concrete than a mission statement of the nature of the company s business activities, their extent and the grounds for using banking services. 6. Information on the users of the account - The bank must identify the persons operating on behalf of the company and the users of the account, and verify their identities when necessary. 7. Explanation of the company s owners and actual beneficiaries - If the company is owned by another legal person, information on the owner company is also required. - Banks are also generally required by law to identify the actual beneficiaries of unlisted companies and verify their identities when necessary. An actual beneficiary is an individual on behalf of whom business is conducted or an individual who governs the company. An individual is considered to govern a company if s/he owns company stocks or shares that grant him/her over 25% of the voting rights provided by these stocks or shares. The company must provide the bank with information on actual beneficiaries and, if necessary, documents with which their identities can be verified. 8. Other possible explanations - If necessary, the permit of the national bank of a specific state. Items 4-5 are presented, for example, in the business plan of the new company. The bank needs this information in order for it to be easier to find the optimum account and financing alternatives for the new customer company. The bank is also obligated by law to know its customers, for which reason the bank may, in addition to the documents mentioned above, require separate written reports of the company s activities, financial position, services and the use and purpose of banking services. Banks are

3 3 also obligated by law to ask the customer about the origin and purpose of the funds added to the account. Minutes template (opening an account and user rights) In accordance with the Companies Act, the Board of Directors is legally competent when more than half of its members are present. The minutes of a Board meeting are to be signed by the chair of the meeting and, if the Board comprises several members, at least one member appointed by the Board. Minutes of the meeting of the Board of Directors of X Ltd. Time and place 1. The meeting of the Board of Directors was opened and declared legally competent. 2. It was decided to open a corporate account for X Ltd in [bank s name]. The right of use to the account was granted to Managing Director John Smith (identity number) and the chair of the Board of Directors, Eric Jones (identity number), separately for each. 3. In addition, it was decided that the following bank services will be opened: Unregistered company A company that is being established and has not yet been entered in the Trade Register is required to present the same documents to open a bank account as a registered company, but instead of a register extract the company must provide a document that temporarily replaces one. Substitutive documents include: General partnership and limited partnership: a partnership agreement that indicates the partners in the general partnership and the general partners in the limited partnership. Limited liability company: foundation contract, articles of association and the Board s minutes indicating the opening of a bank account and those entitled to use the account (package for founding). Cooperative: agreement to establish the cooperative, i.e. charter of foundation, cooperative rules and the Board s minutes indicating the opening of a bank account and those entitled to use the account. For legal purposes, limited liability companies and cooperatives are only established when they have been entered in the Trade Register. In a limited liability companies, the share subscription price paid in cash must be paid in full to the bank account. Therefore, a bank account can be opened before submitting a notification to register. However, the account cannot be used before the bank has received all required documents and has identified the customer. Please note: If a business plan has been composed for the new company, it should be brought to the bank as well, since it indicates the nature and extent of future operations. Foreign company In addition to official documents, a foreign company is required to provide an explanation of the intended banking activity.

4 4 Documents required for opening a bank account: 1. Trade Register extract or extract from a similar register - The extract must indicate, among other information, the name of the company, date of registration, registering authority, authorisations to sign and the members of the Board of Directors. - The extract may be a maximum of three months old. Practices vary between banks. The bank may instead require, for example, a Trade Register extract that is two weeks old at maximum. 2. Articles of Association, Partnership Agreement or similar document - The document must include information on the decision-making powers in the company and those entitled to represent the company, unless this is indicated in the extract from the Trade Register. 3. Explanation of the company s owners and actual beneficiaries - If the company is owned by another legal person, information on the owner company is also required. - Banks are also generally required by law to identify the actual beneficiaries of unlisted companies and verify their identities when necessary. An actual beneficiary is an individual on behalf of whom business is conducted or an individual who governs the company. An individual is considered to govern a company if s/he owns company stocks or shares that grant him/her over 25% of the voting rights provided by these stocks or shares. The company must provide the bank with information on actual beneficiaries and, if necessary, documents with which their identities can be verified. 4. Copy of the minutes - An attested (such as verified by a notary public etc.) copy of the minutes of the decisionmaking body of the company such as the board of directors or management board indicating the opening of an account and those entitled to use the account. 5. Letter of reference - From a correspondent bank or another bank considered reliable by the bank if the account opener is unknown. The letter of reference may be a maximum of three months old. However, not all banks require a letter of reference. 6. Explanation of the purpose of opening an account - The explanation must indicate why an account is to be opened for the legal person in Finland. 7. Explanation of the nature and volume of payment transfers and extent of individual payments 8. Explanation of the nature and extent of the company s activities and the grounds for using banking services

5 5 - An explanation more detailed than the establishment documents of the activities to which the payment transfers of the account being opened are related. 9. Detailed contact information for the contact persons 10. Information on the users of the account - The bank must identify the persons operating on behalf of the company and the users of the account, and verify their identities when necessary. 11. Other possible explanations - If necessary, the permit of the national bank of a specific state. - The bank may also require a legal opinion if the bank is not familiar with the required official procedures (e.g. documents) and account opening practices of the company s home state. The bank needs this information in order for it to be easier to find the optimum account and financing alternatives for the new customer company. The bank is also obligated by law to know its customers, for reason of which the bank may, in addition to the documents mentioned above in items 6 8, require separate written explanations of the company s activities, financial position, services and the use and purpose of banking services. Banks are also obligated by law to ask the customer about the origin and purpose of the funds added to the account.