Quorum of the Board of directors in connection with the signing of the financial statements

21.1.2021

The signing of the financial statements and the annual report is regulated by the Accounting Act (1336/1997). The financial statements and the annual report in a limited liability company are signed by the Board of directors and the potential CEO. In associations this is done by the Board.

In practice, uncertainty may arise in several situations, for example if the board or one of its members has resigned during the financial year or after its end. 

According to the Companies Act (624/2006), the Board of Directors has a quorum when more than half of its members are present, unless a larger majority is required in the Articles of Association. The same applies to Associations per the rules of the Association.

When examining the quorum, the total number of members of the Board of Directors always includes the number of members elected to the Board of Directors. The total number thus includes resigned members, as well as deceased members. Similarly, in determining the quorum, recused members are included in the total number, even if the recused member is not considered to be present at the meeting.

The financial statements are always signed by the Board of Directors that is in office at the time of the signature of the financial statements. This applies even if the composition of the Board of Directors has changed in whole or in part after the end of the financial year prior to signing the financial statements.

Merger, division and liquidation

The merging company is dissolved in the implementation of the merger However, the Board is still required to prepare and sign the financial statements and the annual report as part of the final accounts to be approved by the shareholders' meeting convened by it. The corresponding provisions also apply to a company dissolved in a full demerger.

The same principles apply to a limited liability company subject to liquidation proceedings. The management is replaced with elected liquidators, who are subject to the provisions of the Companies Act concerning the Board of Directors

Electronic signature and date of approval of the financial statements

An electronic signature is as binding as a handwritten signature, and the abovementioned rules apply to electronic signatures. If the financial statements are signed electronically, it should also be noted that the financial statements must be dated separately, i.e. indicate the date of approval of the financial statements - the date of electronic signature alone is not enough, as signatories may have a different date in their electronic signature.