Information for Foreign Limited Partners 

How Finnish funds are structured 

Finnish private equity and venture capital funds are usually organised as Finnish limited partnerships (kommandiittiyhtiö, Ky). A Finnish limited partnership has at least one general partner (GP) and may have an unlimited number of investors as limited partners (LPs). The partnership has legal personality and is typically represented by its general partner, while the alternative investment fund manager (AIFM) is usually a separate entity within the same group. 

The Finnish limited partnership is a well-established fund vehicle and is comparable to the limited partnership structures used in other European and Anglo-Saxon fund jurisdictions. LP’s liability for the partnership’s obligations is limited to its agreed capital contribution.  

A Finnish limited partnership is registered in the Finnish Trade Register, which is public. The register shows the names of all the partners and the registered capital contributions of the limited partners.  

Regulation and supervision 

Finnish private equity and venture capital funds are alternative investment funds (AIFs) within the meaning of the AIFM Directive, as implemented in Finland by the Act on Alternative Investment Fund Managers. Fund managers are either authorised by or registered with the Finnish Financial Supervisory Authority (FIN-FSA), depending on the assets under management. Authorised managers are subject to the full AIFMD framework, including depositary, valuation, risk management and reporting requirements, and may market their funds to professional investors across the EEA under the AIFMD passport. Fund documentation is typically in English and follows international market practice. 

Tax transparency 

A Finnish limited partnership is transparent for tax purposes and is not itself subject to Finnish corporate income tax. Limited partners are, as a starting point, taxed on their share of the partnership’s income in accordance with the tax rules applicable to them.  

Documentation 

To benefit from the look-through treatment, the Finnish Tax Administration generally requires a certificate of tax residence for the investor (and, where applicable, for the underlying investors), a certificate of the jurisdiction in which any intermediate fund is established, and an account of the respective interests held in the intermediate and Finnish funds. Fund managers typically request this documentation from investors as part of the subscription process. 

Taxation of foreign investors 

Finnish tax law contains specific provisions (Section 9(5) and 9(6) of the Finnish Income Tax Act) designed to ensure that investing in a Finnish private equity or venture capital fund does not place a foreign investor in a worse position than investing directly in Finnish companies. The provisions apply to Finnish limited partnerships that are alternative investment funds under the Finnish AIFM Act and whose sole purpose, under the partnership agreement and in practice, is private equity investment activity. 

Where these provisions apply, the LP’s share of the fund’s income is taxable in Finland only to the extent the income would have been taxable had the LP received it directly. In practice, the fund does not create Finnish tax exposure for the LP beyond that of a direct investment. This typically means that: 

• interest income and capital gains from the sale of shares are generally not taxed in Finland; 

• dividends may be subject to Finnish withholding tax in accordance with the applicable tax treaty; and 

• income from Finnish real estate, and capital gains on shares in companies whose assets consist mainly of Finnish real estate, may be taxable in Finland. 

The availability of this treatment depends, among other things, on the investor’s country of residence, whether that country has a tax treaty with Finland, and whether the investor is entitled to the tax treaty benefits. Tax-exempt investors, such as pension funds and sovereign investors, should confirm that they qualify as tax treaty subjects under the applicable treaty. Similar treatment is available to investors investing through fund of funds structures and other tax-transparent vehicles, provided that the investor itself is resident in a treaty country and the intermediate vehicle is established in a jurisdiction that has agreed to exchange tax information with Finland. 

Where the conditions are not met, for example because the investor is resident in a country that has no tax treaty with Finland, the investor may become subject to Finnish income tax and annual tax reporting obligations on its share of the fund’s income. In that case investors should seek advice before committing to a fund.