Openness to Foreign Investment
The Finnish Government is open to direct foreign investment. There are no general regulatory limitations relating to acquisitions. Legislative control of mergers and acquisitions is mainly governed by domestic and EU competition rules. Certain acquisitions of large Finnish companies may require follow-up clearance from the Ministry of Trade and Industry in accordance with the Act on the Control of Foreign Acquisitions of Finnish Companies. The purpose of the clearance is to protect essential national interests.
Unlike many other countries, however, Finland does not "positively" discriminate in favor of foreign-owned firms by giving them tax holidays or other subsidies not available to other firms in the economy. Instead, Finland relies on "condition-providing policies" which means pursuing policies that offer all firms in the economy appropriate conditions and sufficient pools of advanced factors of production, including an educated labor force and well-functioning infrastructure.
There are some legal requirements for non-European Economic Area (EEA) residents (persons or companies) to conduct business in Finland. In certain areas involving specific safety or health hazards or financial risks, specific conditions must be met to conduct trade. A non-EEA (person or company) operating in Finland must obtain a license or a notification when starting a business in the "regulated" forms of trade. Licensed trades are governed by acts and decrees.
Licensed trades include (the licensing authority is in brackets):
Providers of investment advisory services need authorization (RATA) in compliance with The Markets in Financial Instruments Directive (MiFID), which entered into force in November 2007.
In certain areas of trade, new entrepreneurs are required to register or file a separate notification of starting the business. These include:
Other Notifications:
The Aland Islands are an exception to common Finnish practice. Based on international agreements dating from 1921, property ownership and the right to conduct business are limited to only those individuals with right of domicile in the Aland Islands. However, the Aland Government can, occasionally, grant exemptions from the requirement of right of domicile for those wishing to acquire real property or conduct a business in Aland.
Since the beginning of the 1990s, the Finnish state has renewed its ownership policies and started to privatize fully state-owned companies. The Finnish state has holdings in 54 major companies. Of these, 29 are state-owned companies in which the State is the majority shareholder and 25 are associated companies in which the State has a minority shareholding. The State has holdings in 13 listed companies. As of May 2007, ownership steering of state-owned companies has been centralized in a corporate ownership steering unit in the Prime Minister's Office.
Taxes: The corporate tax rate was lowered in 2005 from 29 to 26 percent, and the tax rate on capital gains from 29 percent to 28 percent. The effective tax rate for dividends received from quoted companies is 19.6 percent as 30 percent of the dividend is regarded as tax exempt and 70 percent as taxable. The company distributing dividend pays 26 percent corporate income tax on its profit. Interest income is either subject to withholding tax (28 percent) at source or taxable as capital income. The net wealth tax was abolished in 2006.
The salary and fringe benefits paid to qualifying foreign key employees, such as employees with special knowledge or competence, are taxed at the rate of 35 percent during the first two years of the assignment in Finland provided that the employee has a special tax card (which must be applied for separately).
For more detailed tax guidance see the Finnish Foundation for Share Promotion’s Tax Guide http://www.porssisaatio.fi/default.aspx?path=159;172;423&id=8015
Conversion and Transfer Policies
Except for those relating to money laundering, there are practically no legal obstacles to direct foreign investment in Finnish securities and exchange control regarding payments into and out of Finland. There is no limit on dividend distributions, as long as they correspond to a company's official earnings records. Payments to or from Finland must, however, be made through authorized banks in Finland.
Finland implemented the EU regulation on controls of cash being transported over the Eu Community Border in June 2007. According to the regulation persons carrying USD 14,500 (EUR 10,000) or more will be required to declare cash upon entering or leaving EU territory. The regulation only imposes an obligation to declare, it is not a restriction or prohibitation regarding imports and export of cash.
Finland adopted the single currency (the Euro) on 1 January, 1999. The Euro replaced the Finnish Markka (FIM) at the end of a three-year transition period on January 1, 2002. One Euro equals FIM 5.94573.
Expropriation and Compensation
Private property rights are well protected in Finland. Private property is only expropriated for public purposes (eminent domain), in a non-discriminatory manner, with reasonable compensation, and in accordance with established principles of international law.
Dispute Settlement
There is no record of any significant investment dispute in Finland in recent years. Finland has a civil law system. Swedish law and Nordic tradition have influenced statutory law and jurisprudence. EC law is directly applicable in Finland and takes precedence over national legislation. Finland has written and consistently applied commercial and bankruptcy laws, and secured interest in property are recognized and enforced.
Finland has signed the Convention on the Settlement of Investment Disputes between States and National of other States (also known as the ICSID Convention or the Washington Convention) on July 14, 1967 and deposited its instrument of ratification on January 9, 1969. Finland has attained status as Contracting State to the ICSID Convention on February 8, 1969. Finland signed the New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards in December 1958. The convention entered into force in Finland in April 1962.
The Arbitration Institute of the Central Chamber of Commerce of Finland, established in 1911, promotes as an impartial body the settlement of business disputes by arbitration. The Institute appoints arbitrators both to domestic and international arbitration proceedings.
The Finnish legislation on arbitration was reformed in 1992. The main purpose of the reform was to modernize the then existing arbitration act (dating from 1928) and adapt it to international standards. The Arbitration Act (967/1992)is divided into two sections: Section one (Articles 2-50) applies to all arbitral proceedings having their seat in Finland, i.e. irrespective of whether related to a national or an international dispute, and Section two (Articles 51-55) applies to all "foreign awards", i.e. arbitral awards having been rendered outside of Finland. Arbitral awards in redemption cases under the Companies Act have to be registered with the National Board of Patents and Registration.
The Market Court was established in 2002 as a special court for rulings in market law, competition and public procurement cases.
Major revisions to the Finnish competition legislation took effect in May 2004. The Act on Competition Restrictions was harmonized with EU competition rules.
Performance Requirements/Incentives
There are no performance requirements or commitments imposed on foreign investment in Finland. However, to conduct business in Finland, some residency requirements must be met; the intent being to ensure that persons liable for the company’s acts can be brought to court if necessary.
In 2003 the Finnish Parliament has adopted legislation which relaxed the domicile requirements in Finnish company law. According to the amendment, the managing director and at least one member of the board of directors (and the supervisory board, if any) of a Finnish limited liability company must be domiciled within the EEA. The nationality of the founder is thus irrelevant.
Foreign-owned companies are eligible for government incentives on an equal footing with Finnish-owned companies. Support is given in the forms of cash grants, loans, tax benefits, equity participation, guarantees and employee training.
Business aid: In Finland, government-administered aid to business (investment aid, aid to business development, start-up subsidies, transport aid, energy subsidies, employee training, tax relief) is mainly aimed at improving the long term competitiveness of small and medium-sized enterprises (SMEs). Business aid to companies is coordinated by Employment and Economic Development Centers (T&E Centers), whose 15 regional offices provide consulting and training as well as financial aid. The centers are also a significant channel for EU finance. Public funding is allocated to projects expected to contribute considerably to project implementation, business success and employment.
Loans and guarantees by Finnvera: The state-owned financing company Finnvera plc improves and diversifies the financing possibilities of companies by granting loans and guarantees and by export financing services. Finnvera serves its clients through 16 regional offices and through the representation office in St. Petersburg.
R&D incentives by Finnish Funding Agency for Technology and Innovation (Tekes): Funding by Tekes is intended for challenging and innovative projects potentially leading to global success stories. Tekes funding is aimed at companies and other organizations operating in Finland and actively developing their technology, services and business operations. The funding also supports the establishment
and expansion of start-up companies.
EU-funded support: The EU-funded programs aim to diversify the economic and business structure and to improve employment. This is done by supporting the establishment and development of small and medium-sized enterprises and the expansion of their activities. Financing is directed to projects developing the competitiveness, know-how and operating environment of the SME sector, with a special emphasis on start-up businesses and service sector companies.
For more detailed information see Invest in Finland’s investment incentives document http://www.investinfinland.fi/why_finland/businessenv/en_GB/businessenvironment/
Right to Private Ownership and Establishment
Private ownership and entrepreneurship is normal in Finland. In most fields of business activity, participation by foreign companies or individuals is unrestricted. As the government pursues privatization of state-owned companies, both private and foreign participation is welcome except in some enterprises operating in sectors related to national security.
Competitive equality is the official standard applied to private enterprises in competition with public enterprises. Private companies do not face discrimination. With the end of the Restriction Act in January 1993, Finland removed most restrictions on foreign ownership of property in Finland. Restrictions, such as requirements to obtain permission of the local government in order to purchase a vacation home in Finland were abolished January 1, 2000, bringing Finland fully in line with EU norms.
Protection of Property Rights
Secured interest in property, both movable and real, are recognized and enforced. The Finnish legal system protects property rights, including intellectual property, and Finland adheres to numerous international agreements concerning intellectual property. Finland has joined the most important copyright agreements. Patent rights are consistent with international standards. In Finland a granted patent applies for 20 years. The time of validity of patents can under certain conditions be prolonged through a Supplementary Protection Certificate. In 1996, Finland joined the European Patent Convention (EPC) and the European Patent Organization (EPO). Finland is a member of WIPO, and participates primarily through its membership in the EU. The idea of protection of intellectual property is well developed.
Finland Joined WIPO’s Patent Law Treaty (PLT) in March 2006.
Pharmaceutical patents: The Finnish government has been redressing a situation under which pharmaceutical patents have received inadequate protection in Finland. As a result, an amendment to the Medicine Act was passed in December 2005. The amendment (intended to prohibit the placement of patent-infringing pharmaceutical products on mandatory generic substitution lists) was an important solution to one intellectual property rights problem that had been deteriorating the operating environment for innovative (including U.S.) companies. However, a provision in the Finnish Health Insurance Act allows the Pharmaceutical Pricing Board, a decision making body controlling both pricing and reimbursement of prescription pharmaceuticals in Finland, to cancel the reimbursement status of the original patent-protected pharmaceutical product once a generic copy has been accepted for reimbursement. The pharmaceutical industry is lobbying the Finnish government to amend the Health Insurance Act to provide the same kind of exclusion criteria as in the Medicine Act.
Information on copying and copyright infringement is provided by the following copyright holder interest organizations: the Copyright Information and Anti-Piracy Center (CIAPC), The Finnish Copyright Society, The Finnish Copyright Institute, the Copyright Information Centre, and The IPR University Centre. The Business Software Alliance (BSA), a worldwide software anti-piracy organization, began operations in Finland in January 1994.
Finland has been a member of the Paris Convention for the Protection of Industrial Property since 1921, the Berne Convention for the Protection of Literary and Artistic works since 1928 and the Rome International Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organizations since 1983.
Finnish copyright legislation was amended in 2005 to meet the demands of the digital environment and the internet. The amendments to the Copyright Act and the amended section 49 of the Criminal Code came into force from the beginning of 2006. This reform implemented the Copyright Directive adopted by the EU in 2001. The amendments also addressed a number of national issues, such as the prohibition of importation of pirate recordings for personal use.
The Finnish Copyright Act, which also grants protection to authors, performing artists, record producers, broadcasting organizations and catalog producers, has been adjusted to comply with EU directives. As part of this harmonization, the period of copyright protection was extended from 50 years to 70 years. Protection for database producers (currently a part of catalog producer rights) has been defined consistent with EU practice. The Finnish Copyright Act provides for sanctions ranging from fines to imprisonment for up to two years. Search and seizure are authorized in the case of criminal piracy, as is the forfeiture of financial gains. The Copyright Act has covered computer software since 1991.
Finland signed the WIPO Copyright Treaty (WCT) and the WIPO Performances and Phonograms Treaty (WPPT) in May 1997, and the Finnish Parliament adopted the treaties in autumn 2005.
Finland has been a member and signatory to the TRIPS Agreement since 1995.
Recent amendments to the Finnish Penal Code have enhanced the position of employers in regard to the protection of their business secrets, with employees now required to keep a former employer's business secrets confidential for two years after termination of employment.
The Trade Mark Act, which came into force in March 2000, brought Finnish Trade Mark Law into line with the Trade Mark Treaty (TLT). Finland signed the Singapore Treaty on the Law of Trademarks in October 2006.
The significance of mortgage banks has remained minor as deposit banks have traditionally handled housing loans in Finland. The Mortgage Society of Finland is operating in accordance with designated special legislation.
Transparency of the Regulatory System
The legal and enforcement framework for competition conforms to European Community praxis. Finland brought its law into full conformity with the prohibition-based system of EC competition law in May 2004.
The Securities Market Act (SMA) contains regulations on corporate disclosure procedures and requirements, responsibility for flagging share ownership, insider regulations and offenses, the issuing and marketing of securities, and trading. The law defines and takes into account new instruments, which have become common in financial markets, such as securities lending and repurchase agreements. Finnish legislation recognizes the same internationally common financial market contractual arrangements as legislation elsewhere in the EU. Regulations concerning clearing of securities trades have been incorporated in the law since 1998. Clearing has become subject to licensing, and is supervised by the Financial Supervision Authority, which oversees the financial markets.
Finnish tax, labor, health and safety, and related laws and policies are largely neutral towards the efficient mobilization and allocation of investment. Finnish legislation does not normally influence regional distribution of investment except when specifically designed to do so, such as through regional incentive programs.
Efficient Capital Markets and Portfolio Investment
Credit is allocated on market terms and is made available to foreign investors in a non-discriminatory manner. The private sector has access to a variety of credit instruments. Legal, regulatory, and accounting systems are transparent and consistent with international norms.
The Helsinki Stock Exchange is part of the OMX Nordic Exchange division within OMX Group, together with the stock exchanges in Stockholm, Copenhagen, Iceland, Tallinn, Riga and Vilnius.
A national breakdown of the performance of multinational banking groups is not feasible, therefore the financial results of banking groups cover all group activities: the balance sheet of the biggest banks in Finland (Nordea Bank Finland, OKO Bank Group, Sampo, Savings Banks, Aktia Savings Bank, Local co-operative Banks, Bank of Aland, Gyllenberg Private Bank, EVLI Bank, eQ Bank, Tapiola Bank, AsuntoHypobank, Kaupthing Bank, S-Bank (excluding branches of foreign banks: Handelsbanken , SEB and Danske Bank, DnB NOR Bank, Calyon, Citibank, Deutsche Bank, Bank DnB NORD, Carnegie AB, Forex Bank and Swebank) amounted to 214,620 million euro in 2006.
Recent years’ mergers and alliances have been shaping the Finnish banking sector. The banking and finance market has become increasingly international, with Scandinavian banks particularly active in cross-border mergers and acquisitions. The purchase of Sampo Bank by Danske Bank in November 2006 cut the proportion of domestic ownership in the Finnish finance industry to less than one half.
Finnish banks’ profitability, efficiency and capital adequacy are all at a healthy level.
Hostile takeovers have not in the past been part of Finnish business culture and Finnish law does not distinguish between friendly and hostile takeovers. Neither does Finnish legislation expressly address takeover defenses. In Finnish law, the legality of takeover defenses are evaluated primarily in light of the leading principles of the Security Markets Act (SMA), the principle of equal treatment of all shareholders, and general principles of company law. If challenged, the legality of the defensive measures is subject to review by the courts.
Political Violence
There have been no instances of political violence since the struggle for independence in 1918.
Corruption
Corruption in Finland is covered by the Criminal Code and provides for sanctions ranging from fines to imprisonment for up to four years, depending on the seriousness of the crime. Both giving and accepting a bribe is considered a criminal act under the Criminal Code. Finland has statutory tax rules concerning non-deductibility of bribes.
Only a few persons are convicted of bribery each year in Finland. Finland ranked first, together with Denmark and New Zealand, and scored 9.4 out of a clean score of 10, in Transparency International’s 2007 Corruption Perceptions Index (CPI). TI’s national chapter in Finland, Transparency Finland (TF), was founded in late 2003 and is chaired by Ms Leila Mustanoja. Homepage http://www.transparency.fi/
Finland is a signatory to the OECD Convention of Anti-Bribery. The instruments of ratification of the convention were deposited in December 1998. The amended Penal Code entered into force in January 1999. The convention entered into force in February 1999.
Finland ratified the UN Convention against Corruption in July, 2006.
Finland ratified the Council of Europe Civil Law Convention on Corruption in October 2001, it entered into force in November 2003, and signed the UN Convention against Corruption in December 2003. The Convention on Laundering, Search, Seizure and Confiscation of the Proceeds from Crime entered into force in Finland in July 1994. The UN Convention against Transnational Organized Crime was ratified in February 2003.
Finland ratified the Criminal Law Convention on Corruption (EST 173) in October 2002, and the Convention entered into force in February 2003. Finland made reservations in respect of Article 12 (trading in influence) and Article 17 (jurisdiction).
Finland is a party to the 1957 European Convention on Extradition. Finland has ratified the 1959 European Convention on Mutual Legal Assistance in Criminal Matters and its 1978 Additional Protocol. Finland is a party to the 1996 Convention on Extradition between EU member States as well the 1995 Convention on Simplified Extradition Procedure between EU.
The U.S and Finland have an extradition treaty, signed in June 1976; it entered into force in May 1980. The U.S. and Finland signed a bilateral extradition and mutual legal assistance treaty (MLAT) in December 2004. The U.S. and the EU signed bilateral extraditions and mutual legal assistance (MLAT) treaties in December 2003. The Finnish Parliament ratified the agreements (HE 85/2005) and approved the necessary implementing bilateral instruments in December 2007.
In December 2007, the Council of Europe’s Group of States against Corruption (GRECO) found in its Finland evaluation report that bribery of members of Parliament is too narrowly defined in Finnish law. Moreover, GRECO recommended Finland to sharpen its present control over political financing, to increase the transparency of donations to political parties and election candidates as well as in relation to the way in which the funds received are spent. The government acknowledged that there is a need for reform in this area and is planning to establish a multi-disciplinary working group.
Bilateral Investment Agreements
Finland has concluded bilateral investment agreements with the following 58 countries: Azerbaijan, Albania, Algeria, Argentina, Armenia, Belarus, Bosnia-Herzegovina, Bulgaria, Chile, China, Croatia , the Czech Republic, the Dominican Republic, Egypt, El Salvador, Estonia, Ecuador, Ethiopia, Guatemala, Hungary, India, Indonesia, Iran, Kazakhstan, Kirghizia, , Kuwait, Latvia, Lithuania, Macedonia, Malaysia, Morocco, Mozambique, Mexico, Namibia, Nigeria, Oman, Oriental Republic of Uruguay, Peru, Philippines,
Poland, Qatar, Republic of Korea, Republic of Lebanon, Republic of Moldova, Republic of Slovenia, Romania, Russia, Slovakia, South Africa, Sri Lanka, Tanzania, Thailand, Tunisia, Turkey, Ukraine, United Arab Emirates, Uzbekistan, and Vietnam.
In September 1989, Finland and the U.S. signed a convention (TIAS 12101) for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and on capital. The convention entered into force December 30, 1990. The tax convention was amended on 31 May 2006 under a protocol signed in Helsinki. The protocol changes the rules that apply to people falling within the area to which the convention applies, domicile, taxation of dividends, interest and royalties, restrictions on benefits, a method for eliminating double taxation and an exchange of tax information.
Among other things, the protocol eliminates the source-country withholding tax on many intercompany dividends and on dividends paid to pension funds, updates the dividend article to incorporate policies reflected in the U.S. Model provision, such as those regarding real estate investment trusts (REITs), eliminates source-country withholding royalties payment regardless of type of intellectual property, bringing the convention in line with the U.S. Model treaty. The protocol has been passed by the Finnish Parliament, and U.S. signed the instruments of ratification in December 2007.
OPIC and Other Investment Insurance Programs
In January 1996, OPIC and Finnvera (former Finnish Guarantee Board FGB) signed an agreement to encourage joint U.S. - Finnish private investments in Russia and the Baltic States. The 1996 agreement was preceded, in 1992, by a Principles of Cooperation Agreement between OPIC and the Finnish Fund for Industrial Cooperation (Finnfund).
Finland has been a member of the Multilateral Investment Guarantee Agency (MIGA) since 1988.
Labor
The Finnish labor force is highly skilled and well educated. Of the 2.44 million persons employed, 5 percent are employed in the primary sector, 26 percent in industry and construction and 69 percent in services.
Finland has a high unionization rate of around 75 percent, and a long tradition of social dialogue. Wage formation and labor market institutions are based on legislation and agreements. The working life legislation has been prepared on a tripartite basis by government and social partners. Collective bargaining and collective labor agreements are generally binding in nature. Finland adheres to most ILO conventions; enforcement of worker rights is effective.
Regulation of the labor market – minimum wages, working hours, working conditions etc – to a large extent takes place through collective agreements instead of parliamentary legislation. In recent years, labor market partners at the local level have been given more flexibility in enforcing the stipulations of the collective agreements e.g. concerning working time arrangements. The Act on Employment Contracts is the main regulating act applied to employment relationships. It includes the minimum conditions regarding working hours, annual leave, safety conditions etc.
The unemployment rate in November 2007 was 6.1 percent, against 6.7 percent a year earlier. The unemployed are granted compensation (labor market subsidy) which, if linked to earnings, as has been the case for about 60 percent of the unemployed, guarantees moderate income for a period up to 500 working days. The labor market subsidy has new restrictions placed upon it starting in January 2006. People without jobs after 500 days will to have demonstrate that they are actively pursuing employment in order to continue receiving the benefit.
Finland is participating in an experiment taking place in the European Community, the purpose being to find out what impact a targeted reduction in value added tax has on employment and the grey economy. The value added tax rate on hairdressing services and certain small repair services has been reduced from 22 percent to 8 percent for 2007-2010.
The temporary limits on the free movement of workers from eight EU member states were not renewed, and the restrictions applied to work permits ended in Finland in May 2006. Parliament adopted the amendments to the Aliens Act fully incorporating the directive on free movement of EU citizens into national law. The Act came into force in April 2007.
Due to the aging population in Finland all sectors of the economy are estimated to face labor shortages in the future.
Foreign Trade Zones/Free Ports
Finland has 4 free zones (Hanko, Hamina, Lappeenranta and Turku) and 4 Free Warehouse areas (Helsinki, Naantali, Kemi and Oulu). Finland’s biggest fenced and guarded free zone is located in Hanko, at the southernmost tip of the country. Hanko is also the leading car terminal in Finland, where 90 percent of the imports of registered car importers are customs cleared.
In Finland, the duty-free free zone and warehouse licenses have in most cases been granted to municipalities or cities, but one or several commercial operators, approved by the customs districts, are usually in charge of warehousing operations within the area. The duty-free storage areas are available to both domestic and foreign-owned companies. The free zone area regulations have been harmonized in the EU by the Community Customs Code.
See Finnish Board of Customs (www.tulli.fi), for more information.
Foreign Direct Investment Statistics
In 2006, there was a net outflow of direct investment to Finland, in the amount of 2.9 billion euros: outward direct investment totaled 1.3 billion euros and inward direct investment 4.2 billion euros. At the end of 2006, the value of the stock of outward direct investment was 71.3 billion euros and the value of the stock of inward direct investment was 50.5 billion euros. Finnish companies' income on foreign direct investment totaled 7.3 billion euros and foreign investors' income on direct investment in Finland totaled 4.9 billion euros.
No policies exist that govern the export of capital and outward direct investment. Holders of capital, Finnish and foreign, can move funds at will.
For more FDI statistical info See Bank of Finland’s “2006 Direct investment in Finland’s balance of payments 9/27/2007 “ - report (http://www.bof.fi/NR/rdonlyres/C79702D4-9965-4F30-BFE1-91CFFF50BA41/0/Sstied06.pdf )
Major U.S. investors, in terms of turnover, in Finland in 2006, include: Valtra/AGCO Corp (701 million euros), Hewlett-Packard (588 million euros), Esso/Exxon Mobile Corp (*562 million euros), IBM (*501 million euros), Paroc Group (*403 million euros), Foster Wheeler Energia/Foster wheeler Corp (*378 million euros), John Deere Forestry (*336 million euros), Ford (315 million euros), Tellabs (289 million euros) and GE Healthcare Finland (266 million euros). * = consolidated turnover.
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