T H E T R A D E R E G I S T E R S TA R T E D O P E R AT I O N S O N 1 J U LY 1 8 9 6
THE FINNISH TRADE REGISTER’S
ESTABLISHMENT 115 YEARS AGO
CAME ABOUT THROUGH
A SYNTHESIS OF THREE CLOSELY
RELATED DEVELOPMENTS.
The all-important initiative to the campaign for the establishment
of a trade register came from the traders’ spokesmen, who advocated
a centralised national register which would offer reliable, up-to-date
information about companies to all business operators.
In 1884, the Third General Meeting of Traders discussed whether
a legally binding order should be issued concerning a register of trade
names and amendments thereto, and, as a conclusion, presented a
corresponding petition to the Senate.
Another contributing factor was the Paris Convention for the protection
of intellectual property, concluded in 1883. Under its Article 2, the
protection of industrial property has as its object patents, industrial designs,
trademarks, and trade names. Although Finland could join this convention,
today so important for us, only much later after having gained independence,
the decision-makers of the time were well-informed and acted in the spirit of
the convention.
In early 1885, a new central agency was opened in Helsinki: the
Industrial Board overtook the tasks of two earlier authorities, the
State Mining and Metallurgy Board and the Manufacture Board,
dating back to 1835. The tasks included, among others, patenting
matters. In spring 1889, the Industrial Board received its first
trademark application, and the Trade Register started operations
in 1896. From then on, the promotion of intellectual property and
business life has continued unfailingly. It even survived Finland’s
independence struggle and is today, under the auspices of the
National Board of Patents and Registration, an integral part of
our vision for the future.
Amendment notification to the Trade Register in January 1898. Senator Leo Mechelin has been elected the Chair of the Board of Directors of Nokia Osakeyhtiö. Trade Register’s archives.
THE TRADE REGISTER:
115 YEARS IN THE PROMOTION
OF BUSINESS LIFE IN FINLAND
The third central improvement required for the establishment
of the Trade Register was the 1895 Companies Act. Earlier, in
1864, a Decree on Companies Limited by Shares had been
issued in order to make it easier for the constantly growing
manufacturing industry to raise financing capital. In the
turmoil of that transitional period of the economy, the first
Finnish commercial banks were established; their aim was
to facilitate money transactions to and from Finnish agriculture,
industry and trade. The government was forced to respond
more effectively to the challenges which the late 19th-century
economy faced in the form of a more diversified industrial and
commercial setting, the liberation of business and the explosion
of capital-intensive industry. In 1895, the Act on Joint-stock
Companies was issued, concurrently with a Decree on the
Trade Register, Trade Names and Procuration Rights.
The Decree on the Trade Register, Trade Names and
Procuration Rights entered into force on 1 July 1896, in
parallel with the new Act on Joint-stock Companies. On the
very same day, the Industrial Board made its first entries in
the Finnish Trade Register. The register was nation-wide and
covered both companies and private traders.
The significance of a registration becomes clear
in section 14 of the 1895 Act on Joint-stock
Companies: Before a joint-stock company has been
entered in the Trade Register, no-one shall acquire
property for the company or borrow or lend in its
name... If anyone before entry into the register makes
an engagement in the company’s name, he shall
be responsible for the engagement as if it were his
own debt; If there are several of them, each shall be
responsible for himself and the others...
As a joint-stock company is established
through registration, it also becomes an
independent, legally competent operator.
The Decree on the Trade Register, Trade
Names and Procuration Rights proclaims in its
section 9 as follows: Anyone wishing to practise any
of the trades mentioned below must, before practising
the trade, apply for registration in the Trade Register by
giving the name under which he is going to practise the
trade and which he will use in the signatures necessary
therein. Such a name is called a trade name.
A trade name comprises an immaterial
right. A company can protect its name through
registration or establishment, and the right to
sign for the company is stated, for example, in the
procuration rights entered in the register.
When the question of a trade register was discussed at the
1891 parliamentary session, those supporting the establishment
of a centralised, nation-wide trade register claimed that the
decisions there would be more uniform, thereby ensuring
an impartial processing of matters, and that in a centralised
model, information would be more readily available for the
authorities themselves for example in the comparison of trade
names. Furthermore, easy availability of the service was also
indispensable for a well-functioning register; this is clearly
pronounced in the following statement:
In order to yield real profit for companies, the legislation
governing trade names and procuration rights should
entail procedures which are as simple as possible both
when adding details to the register and when obtaining
information therefrom.
The Trade Register’s latest answer to this challenge,
first issued 120 years ago, is Virre, an electronic database
offering official register information from the Trade Register
day and night to interested parties around the world.
www.virre.fi
As for the filing of notifications, electronic filing is underway.
It is being built jointly with the Tax administration, with the
intention of including it in the Business Information System
(BIS). Currently, changes to addresses and other contact
information can be made electronically. The next step will
be the establishment of joint-stock companies through a
standardised electronic procedure.
www.ytj.fi
Text by Kastehelmi Nikkanen, NBPR
NATIONAL BOARD OF PATENTS AND REGISTRATION OF FINLAND