Changes in financing and ownership

• sell, pledge or otherwise dispose of the business or part of the business created as a result of the project
• sell, pledge or otherwise transfer any intellectual property or other rights created as a result of the project (consent is not required if licensing the rights of use is an essential part of the business originally pursued in the project)
• relocate its business abroad, or
• carry out other significant business changes or corporate restructurings, such as the sale of a majority shareholding, merger, demerger and significant personnel reductions in operations funded by Business Finland

and the procedure takes place

• During the project
• in a grant project within five years of the payment of the last instalment
• loan project before the loan has been repaid in full

Prior consent must be obtained when the above-mentioned measure

• takes place during the project
• are carried out outside the European Single Market area, or
• jeopardise the realisation of the project's intended impacts, or
• weakens the conditions for loan repayment

Business Finland may give its consent if the desired impacts set for the project as recorded in the funding decision can be achieved in material respects and the conditions for repayment of the loan can be ensured despite the changes. Business Finland may recover the paid funding if consent has not been applied for in accordance with the terms and conditions of the funding.

In connection with the arrangement, the same business ID must remain in the possession of

• Ownership of the project and funding decision
• industrial property rights at the stage of applying for funding, which have been a prerequisite for
• financing and are necessary for the financed business
• the business developed in the project and its resources
• Industrial property rights developed in the project
• the loan granted to the project and the related obligations.

• The assets and liabilities of the merging company will be transferred to the receiving company once the execution of the merger has been registered. At the same time, the merging company will be dissolved. The receiving company will then be responsible for the debts of the merging company, among other things. The execution of the merger requires the permission of the Finnish Patent and Registration Office (PRH), and the PRH registers the merger.
• A degrading limited liability company can be divided into two or more limited liability companies so that all of the company's assets and liabilities are transferred to the receiving companies. At the same time, the demerged company will be dissolved. According to the Limited Liability Companies Act, a company may also be demerged in such a way that some of its assets and liabilities are transferred to one or more companies and the demerging company continues its operations.

We automatically receive information about mergers and demergers from Suomen Asiakastieto. We will contact you if we need more information to deal with the matter. In relation to loans, Business Finland must approve the arrangement so that the State Treasury can transfer the loan to the receiving company.  Projects and loans related to the transferred business will be transferred to the continuing Finnish company. 

Ownership arrangement

An ownership arrangement means that a domestic or foreign company buys the majority of the shares in a company that has received funding from Business Finland, or the company's control is transferred through an agreement or different classes of shares.

The company must obtain Business Finland's written consent to the ownership arrangement if the arrangement may weaken the conditions for repayment of the loan. Consent is also required if less than five years have passed since the payment of the last instalment and control is transferred outside the European single market or the realisation of the project's intended effects is jeopardised.

What to do?

You will need Business Finland's prior consent when the majority of the shares or control changes. Fill in the form Change in the company carefully. Describe as clearly as possible the arrangement to be made, its grounds and its effects on the business and earnings model of the company that received the funding.

Download the form Change in the company (docx)

If an arrangement is made between two domestic entities or two entities registered within the European single market and the business continues as before, a written notification of the matter is sufficient.

It is not necessary to notify Business Finland of the sale of minority shareholdings if it does not change the company's EU size classification. Ownership can affect the company's EU size classification when one party's ownership is 25 per cent or more.

Asset sale

In an asset sale, the company sells the business or part of the business created as a result of a project funded by Business Finland. An asset sale is a form of business acquisition in which the object of the transaction is property owned by the company instead of shares or shares, and the seller is thus the company itself.

An asset sale can be used to transfer a part of the business or the entire business to the buyer. The essential question is whether the arrangement takes place within or outside the European internal market and how the intended effects of the funding will be realised.

When all or part of the business is sold to another Finnish company, it is possible to transfer all or part of the financing decisions to the acquiring company. Subordinated loans can only be transferred if the requirements of the Limited Liability Companies Act are met.

The transfer of decisions requires a written application signed by both the donor and the recipient for the transfer of the funding decision. As a rule, Business Finland requires that the financing decisions and the related loans are held by the company engaged in the business. Read more in the section Postponing the funding decision. 

What to do?

You will need Business Finland's prior consent when the resulting business or part of the project result is sold to another company. Fill in the form Change in the company carefully. Describe as clearly as possible the arrangement to be made, its grounds and its effects on the business and earnings model of the company that received the funding.

Download the form Change in the company (docx)

Once the business arrangement has been confirmed and the original recipient of the funding has received a decision on the matter from Business Finland, the parties can apply for the transfer of the funding decision.

Before Business Finland can transfer the funding decision to another company, the transferring company must report the status of the project and the costs incurred during the time it has implemented the project. Therefore, report the project in the e-service as soon as possible after the information on the possible postponement of the funding decision has been confirmed. The report must also be accompanied by an auditor's audit report or a declaration by the contact person for the cost accounting of the costs incurred by the transferring company from the project.

Submit an application for the transfer of the decision using Business Finland's form. Describe as clearly as possible the arrangement to be made, its grounds and its effects on the business and earnings model of the company that received the funding. If less than five years have passed since the payment of the last instalment of the project or if the loan capital granted for the project has not been repaid, you should also provide an account of how the financing will ensure that the intended effects are realised.

Send the completed application, signed by both the transferring and the receiving company, to Business Finland's registry by secure mail.

• Download the form Transferring a funding decision (docx: sign and scan)

Transfer of funding decision (docx: sign and scan)

Send the form to the Business Finland registry by secure mail

The company to which the project is to be transferred is assessed in the same way as when applying for new funding. If there are no obstacles to the transfer of the funding decision, Business Finland will transfer the funding decisions concerning the transfer to the receiving company. For the transfer of projects, the receiving company must submit a duly signed notification of approval of the funding decision (Y1).

• Download the form Confirmation of the funding decision (Y1) (xls)

Send the form to Business Finland's registry by secure mail

If the funding granted for the project is a loan and the loan is transferred to a new holder (different business ID), the customer must submit the following attachments to the State Treasury:

• a recent Trade Register extract from the receiving company
• decision of the board of directors of the receiving company to accept the loan related to the project

The funding decision cannot be transferred outside Finland. When the entire business is transferred outside the European Single Market, Business Finland may also demand the repayment of grants for projects where less than five years have passed since the last instalment was paid. When a business is sold outside Finland within the European Single Market area, the loans granted by Business Finland are primarily repaid in connection with the arrangement.