Incorporating shares into the book-entry securities system
The shareholders´ meeting decides on the entry of shares into the book-entry system and alters the Articles of Association regarding the company´s entry into the system. It also decides or authorizes the Board to decide on the registration period i.e. the period of entry into the book-entry system. Any alterations of Articles of Association and the registration period are registered with the Trade Register prior to the actual entry.The company provides Issue Services with issuer and issuance applications as well as relevant attachments and basic information on the company and its share series. Euroclear Finland admits the company as issuer and approves the share issue. Company information is then recorded in the book-entry securities system and the shares are entered in the shareholder´s book-entry accounts. Prior to the share issue the company signs the issuer agreement.
Simplified incoroparation model
The simplified incorporation model can be used, if the company knows all of its shareholders. In this case, the company is required to obtain its shareholders consent to deviating from the notification time and procedures indicated by the Companies Act. Shareholders also agree not to transfer their shares during the process of entry into the book-entry securities system.
Share certificates, if any, must be collected by the company and must be invalidated prior to the entry of shares into the book-entry system. If the shareholder does not have a book-entry account he/she needs to open an account with one of the Finnish account operators. By means of the entry applications, the company gathers information from all its shareholders for the entry of shares into the book-entry securities system and delivers the information to the issuer agent. The issuer agent shall take care of registration of the shares to the book-entry-system.
If all shareholders are not known company shall use the Excange Model. Further information on the Excange Model is provided by Issuer Services and Issuer Agents.
Costs
Costs incurred due the entry into the book-entry system depend on share capital and the number of accounts (shareholdings).
Specimen table of entry costs:
With a EUR 5 million share capital and the number of shareholders totalling 45, the entry costs would be as follows:
Approval and joining fee 2 300 euros
Establishement fee for shareholder register 20,80 euros
Total 2 320,80 euros + VAT
The annual costs are based on the share capital, the total number of holdings and the number of holdings registered on the accounts with Finnish Central Securities Depository. Prices for services offered by Euroclear Finland can be found in the pricelist. The monthly invoicing report provides detailed information on our charges and their basis.
