Buying a business in Finland: prepare the search and checks

Buying a business in Finland: define what you are acquiring

In a share purchase, the company normally keeps its contracts, obligations and history. The buyer takes the risks of owning that company. Personal guarantees, transaction documents and other arrangements may create additional exposure and require specific advice. In a business or asset purchase, selected assets, customers, equipment or contracts may move while other obligations remain with the seller, if the structure allows it.

Make a transfer list: name, website, equipment, inventory, brand rights, customer contracts, permits, employees and digital assets such as domains, email, advertising accounts, backups and access rights. Identify current owners, required consents and when credentials change.

Review figures and cash flow

Ask for information that shows the quality of revenue, not only turnover: financial statements, cash movements, receivables, payables, supplier commitments and tax obligations. Compare reported sales with bank receipts and contracts. Ask about seasonality, major customers and costs that the new owner cannot reduce quickly.

Do not replace a review with a polished presentation. Ask why profit changed, which costs were one-off, who funded the business and whether personal expenses are mixed into company accounts. Tax consequences depend on the transaction structure and the parties, so arrange specific professional advice before signing.

If one customer produces most of the revenue, check the contract term and termination risk. If the business depends on one person, include knowledge transfer in the handover conditions.

Study contracts, people and permits

Review leases, supply and service agreements, loans, guarantees, disputes and commitments to customers. Check whether each contract can be transferred and whether the other party must approve the change. If the activity requires a permit, verify which entity holds it and whether the business can continue after ownership changes.

Employees are part of the operating value and also create obligations. List roles, employment conditions, holidays, open claims and people whose knowledge is essential. Do not assume that every employee will remain after a transaction; obtain advice on the applicable process.

Organise a safe due diligence process

Due diligence requires access to information, but a seller does not need to disclose everything to the first interested person. Use a confidentiality agreement and a clear folder structure for finances, contracts, personnel, permits, customers, assets and risks. Ask for evidence of important statements rather than relying on promises.

Agree who may view the documents and how copies will be deleted if the deal does not proceed. Employee and customer data should be shared only to the extent needed for a lawful purpose and at an appropriate stage of negotiations.

Agree the price and handover of control

The price should be explained by future cash flow, assets, risks and handover conditions, not only by the seller's preference. Discuss funding, payment timing, any retained amount, seller warranties and what happens if information proves inaccurate. Do not sign final documents while responsibility for earlier obligations remains unclear.

Prepare a first-100-days plan: access rights, banking authority, accounting, communication with staff and customers, knowledge transfer and notices to counterparties. For possible future listings, follow Osakkaaksi.fi, whose service is still being prepared. Questions about transaction structure can be collected for Torgex; agree language and scope first, and treat it as a consultation rather than legal or accounting representation.

Prepare your acquisition brief and review checklist

• It is clear whether you are buying shares or a business and assets.
• The seller has provided financial, contractual and ownership information.
• Customer concentration, debts, taxes, permits and disputes have been considered.
• Employees, key knowledge and the transition plan are understood.
• Confidentiality and access to sensitive information are controlled.
• Price, warranties, payment and responsibility for past obligations are documented.
• You have separate legal, tax and financing questions ready for the relevant professionals.