FINLAND Law and Practice Contributed by: Jon Hautamäki, Max Atallah and Mikael Huhtala, Nordic Law
There are no foreign exchange or currency control restrictions in Finland that would impede foreign own- ership of CASPs or EMIs, and Finnish legislation does not require owners or senior management to be Finn- ish residents or tax residents. However, at least one member of the board of directors must reside within the EEA under the Finnish Limited Liability Companies Act. 3.4 Passporting MiCA’s passporting framework enables authorised Finnish CASPs to offer their services across the entire EEA without requiring separate national authorisations in each member state. This represents one of the most significant commercial advantages of obtaining CASP authorisation in Finland, substantially reducing legal barriers to cross-border expansion and positioning Finland as a competitive jurisdiction for regulated crypto-asset activity at EU scale. To benefit from passporting, an authorised Finnish CASP must notify the FIN-FSA of its intention to pro- vide services in another EEA member state, specifying the services to be offered and the member states con- cerned. The FIN-FSA then notifies the relevant host state competent authority. The CASP may commence providing services in the host state following comple- tion of the notification procedure, without requiring additional local authorisation. CASPs passporting into Finland from other EEA mem- ber states may offer their services without a separate Finnish licence, provided they adhere to both their home state regulatory requirements and applicable Finnish rules. Passporting firms also have the option to notify and establish a branch in Finland. Where a passporting firm actively targets the Finnish market – for example, by using Finnish or Swedish in mar- keting materials or specifically directing advertising at Finnish consumers – it must have valid passport- ing arrangements in place. Under MiCA, CASPs are required to handle customer complaints in all lan- guages used for their marketing communications across the EEA, which is a broader obligation than a purely local language requirement. Finland’s well- established regulatory framework and the FIN-FSA’s co-operative approach to cross-border supervision
make it a straightforward jurisdiction for passported firms to operate in.
4. Cross-Border Services 4.1 Marketing
Finnish fintech companies may not provide regulated crypto-asset services in other EEA jurisdictions with- out valid passporting arrangements in place. Con- versely, firms from other EEA member states may offer services into Finland under MiCA’s passporting frame- work without requiring a separate Finnish licence, pro- vided they have completed the requisite notification procedure with their home state competent authority. The language used in marketing materials is a key indicator of the intended target market. The use of Finnish, Swedish or English in marketing materials is generally acceptable within Finland. The use of other languages may be interpreted as targeting markets outside Finland and would require valid passporting arrangements to be in place in the relevant jurisdic- tions. Advertising specifically directed at Finnish con- sumers is similarly treated as actively targeting the Finnish market regardless of the language used. Marketing of crypto-asset services in Finland is sub- ject to regulation at both national and EU level. The FIN-FSA has issued guidelines governing the market- ing of financial services and products, requiring that marketing is clear, fair and not misleading. CASPs are strictly required to handle customer complaints in all languages used for their marketing communications across the EEA. The Consumer Protection Act and the Act on Unfair Business Practices additionally prohibit misleading communications and require clear disclo- sure of whether compiled information constitutes mar- keting and on whose behalf it is conducted. Platforms providing only free comparisons of financial products or general information about them are generally not subject to a separate licence requirement, though they remain subject to these consumer protection obliga- tions. Reverse solicitation is recognised under MiCA as a basis on which third-country firms may provide ser- vices to EEA clients without authorisation, where the
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