Finland’s traditionally active energy and infrastructure sectors remain important sources of financing activity, against a broader loan market that has moved with the interest-rate cycle and the gradual recovery in corporate investment and transaction activity. As the European Central Bank has eased base rates from their 2023 peak, refinancing activity and bank appetite for larger-ticket facilities have picked up. Pricing and covenant packages still remain more conservative than during the pre-2022 low-rate environment.

Onshore wind investment decisions were largely paused during 2025, driven in part by uncertainty over proposed legislative changes restricting future land use for wind power, which in turn slowed related lending. The green industrial transition segment has continued to grow strongly, with projects such as data centres, hydro power, small modular nuclear heat reactors, power-to-gas and green hydrogen facilities, and battery energy storage systems (BESS) all attracting significant bank and alternative financing.

National policy support – including investment tax credits, streamlined and accelerated permitting procedures for industrial projects, and support for Finnish participation in European grant and debt programmes – has been an important driver of loan market activity and is expected to continue shaping deal flow through 2026.

Finland’s loan market has always been shaped by geographic and strategic exposure to conflict, with Russia as its neighbour and as a country dependent on foreign capital. Global conflicts, such as Russia’s war in Ukraine and the Israel–US strikes on Iran, have made Finland’s loan market notably more cautious. Geopolitical tensions came to a head in spring 2026, darkening Finland’s economic outlook. Echoing patterns seen after the Ukraine invasion, Finnish and euro-area bank lending has tightened, with a shift towards domestic bias in lending and investment as cross-border exposure is pulled back. Defence-related lending and investment have risen at the same time. Regulators are easing some loan terms (mortgage maturities extending to 40 years from June 2026) while insisting borrower-risk assessment and financial safety nets must not be weakened. Competition among banks is hard, and a slight shift towards more borrower-friendly terms with the strong sponsors has even been observed.

Finland has no significant domestic high-yield bond market of its own. Instead, Finnish corporates and sponsors seeking bond financing access the broader Nordic bond market. This market consists predominantly of Norwegian-law-governed, high-yield-style senior secured or unsecured notes, typically arranged out of Oslo, Stockholm or Helsinki. It reported record or near-record issuance volumes across the region in 2025, as issuers sought quick execution and flexible, fewer-covenant terms compared with syndicated bank debt. Some attempts to do high-yield bonds have been observed, but ultimately the sponsors have found more traditional debt to close refinancings and/or funding, which confirms the ever-continuing trend of traditional banks’ dominance in Finland.

Finland has seen clear growth in alternative credit providers. Private credit funds are gaining popularity in a market traditionally built on relationship banking, as economic uncertainty and stricter bank regulation push borrowers towards non-bank lenders. This has changed financing terms and structures. Deals are increasingly arranged directly with a single private lender or a small group of lenders instead of a large bank syndicate, often bringing faster execution, more flexible terms, and greater confidentiality than traditional bank loans.

Traditional bank lending remains the backbone of the Finnish market, although financing structures are gradually evolving to accommodate a broader and more diverse investor base. Ahead of refinancings, borrower groups increasingly undertake internal restructurings to simplify ownership chains and ring-fence risk before new debt is put in place, a pattern seen frequently in real estate and portfolio refinancing work. Finnish private equity firms are adopting HoldCo structures. This allows for an additional layer of debt and equity to exist above the operating company, which can be used to raise further financing without incurring additional cash interest costs for the business or breaching any existing bank financing covenants.

Finland continues to engage with sustainable finance more actively than several of its Nordic neighbours, even as sustainability-linked loans (SLLs) face headwinds market-wide. Structural complexity, Key Performance Indicator (KPI)-setting difficulty and greenwashing scrutiny have caused SLL volumes to decline across the Nordics generally, with the market shifting towards simpler, more verifiable structures – often a single, material, emissions-based KPI (including nascent Scope 3 metrics) rather than multi-KPI scorecards.

Under Finnish law, whether a lender needs authorisation depends on how it funds its loans, not on who the borrower is.

Banks

Any entity that funds lending with deposits or other repayable funds collected from the public must be licensed as a credit institution: either a deposit bank (the only type allowed to take public deposits) or a financing institution/credit society (banking services, no deposits). The European Central Bank grants the licence based on a FIN-FSA (the Finnish Financial Supervisory Authority, Finanssivalvonta) proposal, due within four months of receiving a complete application. The applicant must be professionally managed, headquartered in Finland, and meet the Act on Credit Institutions’ requirements. It can only start operating once licensed and registered in the Trade Register.

Non-Banks

If a lender funds its loans without raising deposits or repayable funds from the public – for example, a private credit fund using committed investor capital – simply granting credit to a company does not require a credit institution licence.

Exception

Consumer lending is treated differently and always requires at least registration with the FIN-FSA under the Act on Registration of Certain Credit Providers and Credit Intermediaries (186/2023), even for non-bank lenders.

Finland does not generally restrict foreign lenders from providing loans to Finnish borrowers. EEA-based lenders in particular benefit from EU passporting rights that allow cross-border lending without a separate Finnish licence.

However, restrictions can arise indirectly. Sanctions regimes may preclude certain persons, entities or jurisdictions from participating in Finnish financings, and lenders providing credit to the public on a regular basis (rather than through bilateral or club arrangements) may need to consider Finnish authorisation or registration requirements as outlined in 2.1 Providing Financing to a Company.

Foreign lenders are, generally, able to take and hold security interests over Finnish assets on the same basis as domestic lenders. Finland does not impose a general restriction on foreign entities receiving security or guarantees.

Certain sanctions and, in narrow circumstances, national security-related restrictions may nonetheless preclude specific persons or entities from acquiring or enforcing against certain categories of assets. Regulatory approval may be required for non-EEA investors seeking to acquire or enforce against assets considered critical to national security.

Finland does not impose general restrictions, controls or taxes on foreign currency exchange. Companies and individuals are free to hold and transact in foreign currencies without exchange control consents. Providers of currency exchange services themselves are regulated. They must register on the anti-money laundering supervision register maintained by the regional licensing and supervisory authority.

The principal restrictions that do apply stem from EU and Finnish sanctions regimes and anti-money laundering and counter-terrorist financing legislation, which can restrict currency transactions involving sanctioned persons, entities or jurisdictions, rather than from any general foreign exchange control regime.

There is no general Finnish law dictating what borrowed money can be spent on – that is set contractually. In practice, the one substantive contractual restriction on end-use seen in Finnish facility agreements is sanctions-related. It is typically required from representations and undertakings that proceeds will not be made available to a sanctioned person, entity or activity, backed by an illegality/mandatory-prepayment trigger.

One statutory restriction stands out, though it is currently being narrowed. Under the Companies Act (624/2006), a company cannot use loan proceeds (or provide guarantees or security) to help a third party buy its own or its parent’s shares. A 2026 reform proposes limiting this “financial assistance” ban to public limited companies only, removing it for private companies. This will enter into force in July 2027.

While Finnish law does not recognise the common law concept of a trust, the role of a security or facility agent acting on behalf of a syndicate is well established as a matter of Finnish contract law and is further underpinned by statute.

The Act on Bondholder Representatives (574/2017) codifies the appointment and powers of agents acting for bondholders and for facility/security agents in syndicated loans, transferring to the appointed agent the pledgees’ rights in relation to the security, including the right to enforce, to represent the lenders in insolvency and other court proceedings, and to hold and maintain security assets on the lenders’ behalf.

The Act is largely dispositive, meaning that in practice the precise scope of the agent’s powers, and the mechanics for its appointment, removal and indemnification, are set out in detail in the finance documents themselves, consistent with international syndicated loan market practice.

Loans can be transferred by assignment (selling the right to repayment, no borrower consent usually needed) or sub-participation (original lender keeps the contract but privately shares the risk/reward with another investor).

Where the loan benefits from Finnish law security, the associated security typically follows the transferred claim automatically as an accessory right, although perfection formalities, such as notification of a receivables or share pledge to the relevant debtor or issuer, or registration of a transfer of a mortgage note, may need to be completed to ensure the new lender’s interest is properly perfected and its priority preserved.

Debt buyback (the borrower or its private equity sponsor purchasing its own loan back from lenders) is not banned in Finland. Finnish loan documents follow LMA-style templates, which treat it as a negotiated term. Agreements typically either prohibit borrowers and sponsor affiliates from buying their own debt, or allow it under conditions – for example, purchase at a discount, no ongoing default, and funding only from new equity or spare cash flow, via a process giving all lenders a fair chance to sell.

Under the Finnish Takeover Code (Suomen yrityskauppakoodi), a ‘‘certain funds’’ requirement applies in public deals. Before announcing a takeover bid, the bidder must ensure it has certain funds available to pay the cash offer price. It must also be able to reasonably complete any other consideration.

In practice, this means the financing must be fully agreed before the bid is announced. Typically, this takes the form of a short-term, secured bridge loan with limited conditions and no prepayment restrictions. This is later refinanced by a syndicated facility or bond issuance. Equity is also used.

These provisions are standard in Finnish public deals. They are less rigid in private acquisitions, where financing conditionality is more freely negotiated.

Certain funds provisions are typically required in more traditional auctions, where the seller wants to ensure deal security; in a bilateral or less competitive deal, they are often not required at all, and the facility may retain more conventional conditionality. Where used, the provision’s precise scope is individually negotiated rather than following a fixed template.

Bridge/acquisition facility agreements are typically long-form, LMA-based documents that are not publicly filed (unlike the offer document itself, which the FIN-FSA must pre-approve, and which is published).

A number of legislative developments are reshaping Finnish finance documentation. Debt-to-equity conversion became allowed under Finnish law after amendments to the Restructuring of Enterprises Act (47/1993) that came into force in January 2026. This has provided a new mechanism to convert debt into equity as part of a court-approved restructuring plan, which is prompting lenders to revisit their restructuring and intercreditor provisions.

A separate legislative reform, also effective from 1 January 2026, has introduced a one-stop-shop model. Since the reform, a single nationwide authority co-ordinates permitting for projects that previously required approval from multiple national and regional authorities, which is expected to streamline conditions precedent and permitting-related covenants in project finance documentation.

In the battery energy storage sector, further BESS-specific regulatory and technical guidance is expected during 2026, which is likely to feed into more standardised representations, warranties and covenants for BESS project financings.       

The upcoming amendments to the Companies Act (624/2006) will limit the financial assistance ban to public companies only. It is expected that it will cause changes to limitation language.

Finland does not have a general usury law capping the interest rate that can be charged on commercial loans. Consumer lending is treated differently. The Consumer Protection Act (38/1978) imposes a statutory cap on the cost of consumer credit – since October 2023, the Interest Act’s reference rate plus 15 percentage points, subject to a hard ceiling of 20%. Under Section 36 of the Contracts Act (228/1929), a court could, in principle, adjust interest terms that are so extreme they count as unconscionable. In practice, this is applied narrowly and is rarely invoked in a negotiated commercial lending context.

Finnish law does not typically require private bilateral or syndicated loan agreements to be disclosed or filed with any public authority or register, and the terms of commercial finance documentation are typically treated as confidential between the parties.

Disclosure obligations do arise where debt is issued as securities offered to the public or admitted to trading on a regulated market. In those cases, the issuer must prepare and publish a prospectus in accordance with EU and Finnish securities regulation. Listed issuers must also comply with continuing disclosure obligations under the Market Abuse Regulation and Finnish securities markets legislation.

Finland does not impose withholding tax on interest paid to foreign or domestic lenders, which makes the Finnish position relatively lender-friendly compared with many other jurisdictions.

An important exception applies where the interest-bearing instrument is characterised as an equity instrument rather than genuine debt (for example, because of deeply subordinated, profit-participating or perpetual features). In that case, payments may be recharacterised and become subject to dividend-equivalent withholding tax. This is something lenders should bear in mind when structuring hybrid or mezzanine instruments.

There are generally no notarisation fees or stamp duties applicable to the granting of security in Finland, although nominal, fixed registration fees apply to certain registered security interests, such as real property mortgages and business mortgages.

Transfer tax may become relevant in related transactions (eg, on the transfer of Finnish real property or shares in a Finnish real estate company) and should be factored into the overall cost analysis of a financing that involves an acquisition element.

Foreign lenders and non-money centre bank lenders are generally subject to the same Finnish tax treatment as domestic lenders and do not face any additional Finnish withholding tax exposure purely because of their foreign status.

Where a double tax treaty is available, this can provide additional certainty and may reduce or eliminate withholding tax that would otherwise apply to related payments such as dividends. Lenders should also consider their own home-jurisdiction tax treatment (eg, thin capitalisation, controlled foreign company or interest deduction limitation rules) when structuring cross-border facilities into Finland.

The principal assets typically available as collateral in Finnish financings are:

• real property;
• plant, machinery and equipment;
• receivables;
• cash held in bank accounts; and
• shares in Finnish companies.

It is possible to grant security over multiple assets and asset classes under a single general security agreement, although perfection and enforcement requirements, which are largely mandatory in nature, differ by asset type and are dealt with individually within that agreement.

Security over real property (including registered leaseholds) is created by registering an electronic mortgage note in the land title and mortgage register that is maintained by the National Land Survey. The mortgagee perfects its interest by registering as holder of the note. Multiple mortgages can be registered over the same property, ranked by the filing date of each application.

Security over plant, machinery and equipment can be structured as follows:

• as an extension of a real property mortgage where the assets are treated as components or accessories of the mortgaged property;
• as a pledge that is perfected by transferring possession of the asset to the pledgee, which limits its practical use for operational assets; or
• as a business mortgage covering substantially all of the pledgor’s other movable property.

They are perfected by registering a business mortgage note and transferring it into the pledgee’s possession, and are ranked by the filing date of the registration application.

Security over receivables and bank account balances is created by way of a pledge that is perfected by notice to the relevant debtor or account bank. Security over shares is perfected:

• by taking possession of any share certificates;
• by notifying the company (where no certificates have been issued);
• by registering the pledge in the Residential and Commercial Property Information System (huoneistotietojärjestelmä); or
• by registering the pledge in the pledgor’s book-entry securities account.

The type of pledge depends on whether the shares are in an electronic system or not. Pledging a ship mortgage (aluskiinnitys) requires the owner of a registered vessel to give a written consent together with a promissory note. An application to confirm the mortgage is filed with Traficom. Traficom then confirms the mortgage and records it both in the ship register and on the promissory note. Finally, the promissory note is delivered to the creditor as security for the claim.

Filing and registration procedures are generally efficient and inexpensive. There are no notarisation fees or stamp duties on asset security, only nominal fixed registration fees for certain registered interests. Processing times for registered security range from around one business day up to two months depending on the relevant authority’s backlog, although expedited processing can usually be requested. Priority is determined by the date of filing rather than the date on which registration is actually completed.

Finnish law does not recognise a floating charge in the English law sense but achieves a broadly similar commercial result through the business mortgage. It is a security interest that can be created over substantially all of a company’s present and future movable property, excluding assets that are components or accessories of real property or other movable assets over which a specific mortgage can be registered.

A business mortgage is perfected by registering a business mortgage note and transferring physical possession of that note to the pledgee. Its practical value to lenders is tempered by a statutory limitation. A business mortgage pledgee only has first-ranking priority to 50% of the proceeds of the mortgaged assets on enforcement. The remaining 50% is shared pro rata among unsecured creditors. Lenders typically treat the business mortgage as a supplementary, rather than primary, security package.

Finnish companies may generally give downstream, upstream and cross-stream guarantees, but every guarantee must be capable of being justified as being in the guarantor’s own corporate interest. This reflects the general duty of the board of a Finnish limited liability company to act in the interests of that company rather than the wider group.

For upstream and cross-stream guarantees, market practice is to support the corporate benefit analysis with evidence of a genuine commercial benefit to the guarantor (eg, group funding benefits, intra-group pricing or continued trading relationships). The parties commonly agree on limitation language capping the guarantor’s liability by reference to its net assets or distributable reserves to reduce the risk of a guarantee being challenged as an unlawful distribution or later avoided in an insolvency of the guarantor.

Under Finland’s Companies Act (624/2006), a target company (public or private) is currently prohibited from using its own assets, guarantees or security to help finance the purchase of its own (or its parent’s) shares. Finland has no “whitewash” procedure allowing shareholders to approve an exception, and there is no whitewash period after which the financial assistance rule would not be applicable anymore. A breach can be a criminal offence or void the transaction. A reform on the Companies Act, which will take effect in July 2027, will limit this ban to public companies only. Private companies will then be allowed to offer assistance for the acquisition of their own shares.

Granting security in Finland does not generally attract significant costs beyond the modest registration fees. No special governmental consents are required for creating security over real property, plant, machinery or equipment.

Internal corporate approvals should nonetheless be factored into the security package timetable. Board approval approving and giving permission to the financing arrangement is standard practice for any guarantee or security grant.

Typical forms of Finnish security are released contractually once the secured obligations have been irrevocably discharged. The release mechanics for each asset class broadly mirror the perfection steps taken.

For registered interests, such as real property mortgages and business mortgages, the security is released by returning the relevant mortgage note to the pledgor (or a nominee) and, when the pledgor wishes to formally clear the register, by applying to the National Land Survey or the Trade Register to record the discharge. For pledges over receivables, bank accounts or shares, release typically takes the form of a notice to the relevant debtor, account bank or company confirming that the pledge has been discharged. Physical share certificates (where issued) are returned to the pledgor and, if the shares are in the electronic system, a notice/request is sent to the registration authority to remove the pledgee.

Priority among competing registered security interests, such as real property mortgages and business mortgages, is generally determined by the date on which each security was filed for registration, rather than the date registration is actually completed. This means that early filing is an important tool for lenders seeking to secure their ranking.

As between lenders in a syndicate, or as between separate groups of lenders (eg, senior and mezzanine or hedging creditors), priority and payment waterfalls are typically established contractually through subordination and intercreditor arrangements. These arrangements are intended to be respected in a Finnish insolvency, including as against the subordinated creditor’s own estate. This is provided they are properly documented and, where relevant, reflected in the ranking of any registered security. However, in the absence of any specific case law, Finnish legal opinions in acquisition finance transactions typically still include a specific qualification on the enforceability of subordination provisions, alongside other standard Finnish-law caveats such as the financial assistance rules.

Under Finnish law, most security interests are contractual and do not face significant priority competition from statutory liens. However, a few features of the system are worth understanding.

Following the 1993 reform of the Act on the Ranking of Creditors (laki velkojien maksunsaantijärjestyksestä, 1578/1992), Finland abolished the general statutory preference for tax and social security claims. Unlike in many other jurisdictions, unpaid employee wage claims also rank only as ordinary unsecured claims. They do not get priority status. Employees are protected separately, through the state wage guarantee scheme (palkkaturva). Under this scheme, the state advances unpaid wages to employees and then steps into their shoes as an unsecured creditor. As a result, wage claims are not a priming risk for a secured lender in the way they can be elsewhere.

Finland’s floating-charge equivalent, the business mortgage (yrityskiinnitys), covers a company’s movable business assets. But it is inherently subordinate by design. Its holder’s preferential right only extends to 50% of the net proceeds from the charged assets. The remaining 50% is shared pro rata with ordinary unsecured creditors. This makes the business mortgage a much weaker form of security than a floating charge might be in other jurisdictions. In real estate finance, it is typical to allow first priority security held by landlords to remain in the structure (especially, if they are public entities like municipalities). Also, division of possession arrangements and similar special rights shall be registered with first priority.

Lenders structure around these limitations in the following ways:

• taking first-ranking specific pledges over particular assets, such as shares, receivables, bank accounts and real estate, rather than relying solely on a business mortgage;
• checking for third-party possessory liens over key assets – these can arise, for example, in favour of contractors, carriers or warehouse operators who hold goods and have a right to retain them until paid;
• requiring lien waivers from these third parties (contractors, warehouses, etc) to clear the way for their own security interest; and
• building buffers into their loan-to-value calculations to account for enforcement costs and estate costs, since these can erode recoveries and interact with the business mortgage’s 50% cap.

A secured lender may enforce its Finnish law security once the underlying facility documentation permits enforcement. Typically, this follows an event of default, and, as a general rule, a pledgee can enforce a contractual security interest (such as a pledge over shares, receivables or bank accounts) independently and without the need for court involvement. It is subject to what has been agreed between the parties.

Enforcement of registered security interests, such as real property mortgages and business mortgages, is by contrast subject to mandatory statutory conditions and official procedures. It requires a valid enforcement order and, typically, a public auction conducted by a bailiff. Private sale or appropriation arrangements agreed in advance (lex commissoria) are generally not enforceable under Finnish law and cannot be used to bypass these formalities. A pledgee may sell pledged property to satisfy the secured debt, but may not simply appropriate it as its own. Any surplus over the debt must be accounted for to the pledgor.

Foreign lenders can generally enforce security and foreclose on Finnish assets on the same basis as domestic creditors. Sanctions may preclude certain persons or entities from acquiring assets in Finland, and non-EEA investors may need regulatory approval to acquire assets considered critical to national security.

A choice of foreign law to govern a facility or security document is generally recognised and upheld by Finnish courts, in line with the EU Rome I Regulation on the law applicable to contractual obligations. It is common Finnish market practice for financing agreements themselves to be governed by English law where the financing is provided by a non-Nordic international syndicate. Purely Finnish law facilities remain common alongside these.

Notwithstanding the parties’ choice of governing law for the financing agreements, it remains standard market practice for Finnish security documents to be governed by Finnish law. The same applies to any direct agreements relating to Finnish security assets or Finnish entities.

Judgments from other EU member states are generally recognised and enforceable in Finland without a retrial of the merits under the Brussels I (Recast) Regulation. Judgments from other jurisdictions are enforced in accordance with any applicable bilateral or multilateral treaty, or, in the absence of such a treaty, may need to be re-litigated as a new claim before the Finnish courts.

Arbitral awards fare more consistently. Finland is a contracting state to the New York Convention, and arbitral awards, including foreign awards rendered in other contracting states, are generally recognised and enforced by the Finnish courts without review of the substance of the dispute. This is a reason for international arbitration clauses remaining a popular dispute resolution choice in cross-border Finnish financings.

Beyond the general enforcement framework described above, foreign lenders should be aware of sanctions considerations. They can restrict a lender’s ability to receive payments from, or enforce against, certain persons, entities or asset classes connected to sanctioned jurisdictions; and sector-specific screening regimes can require regulatory approval before a non-EEA lender enforces against, or acquires, certain nationally significant assets.

Waivers of sovereign immunity are not comprehensively regulated by statute in Finland. They are instead assessed by the Finnish courts on a case-by-case basis, although the courts have historically shown a willingness to give effect to such waivers in a commercial context, which provides a reasonable degree of comfort to foreign lenders contracting with state-related counterparties.

Generally, secured creditors retain the right to enforce their security over the relevant collateral notwithstanding the commencement of Finnish bankruptcy proceedings, provided they give the bankruptcy estate prior notice of the enforcement, substantiating both their underlying claim and their security interest. The position for business mortgages is more restrictive, as enforcement of a business mortgage is instead carried out by the bankruptcy administrator on behalf of the mortgagee.

The position is materially different where the borrower instead enters corporate restructuring proceedings. In these cases, the commencement of restructuring proceedings generally imposes a moratorium prohibiting all enforcement actions in respect of secured debt incurred before the proceedings began, meaning lenders lose the ability to enforce unilaterally for the duration of the restructuring process.

In a Finnish bankruptcy, secured creditors are generally paid first out of the proceeds of their specific collateral, to the extent those proceeds are sufficient to cover their secured claim, with any shortfall proved as an unsecured claim in the general estate. Specific enforcement-related costs are deducted before any distribution to creditors.

Business mortgage holders occupy a distinctive intermediate position. Under the Act on the Ranking of Claims (1578/1992), they are entitled to 50% of the proceeds of the mortgaged assets in priority, with the remainder shared pro rata among unsecured creditors together with the mortgagee for the balance of its claim.

Ordinary unsecured creditors, including employees’ wage claims, which are typically advanced by the state under the wage guarantee scheme and then pursued by the state as an ordinary unsecured claim rather than as a preferential claim, are paid pro rata from what remains after secured claims have been satisfied. Any contractually subordinated debt ranks behind ordinary unsecured creditors in accordance with the terms of the relevant subordination arrangement.

In Finland, court proceedings for corporate restructuring programmes are confirmed within six to 12 months of filing, but the confirmed programme itself usually runs for five to ten years before the debtor’s obligations are fully discharged. Bankruptcy (liquidation) proceedings vary more widely in length and often run for years on larger, complex estates. Recoveries are inconsistent. Insufficient estate assets cause most bankruptcy discontinuations, and secured creditors typically recover reasonably well from specific collateral, while unsecured creditors’ recoveries are generally modest and unpredictable, depending heavily on estate size and asset quality.

Alongside formal bankruptcy proceedings, Finnish law provides for corporate restructuring under a court-approved restructuring plan as the principal mechanism for a distressed company to reorganise its debts and continue trading, rather than being wound up.

As of 1 January 2026, Finnish corporate restructuring proceedings also permit debt-to-equity conversion as part of a restructuring plan, giving companies and their creditors an additional tool to reduce leverage and align creditor incentives with the company’s continued operation, which is expected to make consensual out-of-court and semi-formal restructuring solutions more attractive as an alternative to bankruptcy.

Lenders to a Finnish borrower, security provider or guarantor that becomes insolvent face several risk areas, first and foremost the risk that a transaction (including the granting or perfection of security) is clawed back to the bankruptcy estate. Any transaction that unduly favoured one creditor over others, and as a result of which the debtor was, or became, insolvent, can generally be revoked if it was entered into within three months of the commencement of bankruptcy proceedings. This period is extended to two years for transactions with, or for the benefit of, a closely related party.

A related and specific risk applies to security itself. Security granted within the same three-month (or two-year, for affiliated creditors) look-back period can be recovered to the estate if the grant of the security was not agreed at the time the underlying debt was incurred, or if perfection of the security was unduly delayed after the debt arose. Thus, it is important for lenders to perfect security promptly.

Lenders should also be conscious of Finnish directors’ duties. While there is no express statutory obligation for directors of an insolvent Finnish company to file for insolvency, directors who continue trading in a way that diminishes the company’s assets and increases its liabilities without legitimate business justification, or who incur debt while insolvent or expecting to become insolvent, can incur personal liability, which may in turn affect the value of any recourse the lender has against the company and its management.

Project finance activity in Finland continues to be concentrated in the infrastructure and energy sectors. Onshore wind investment decisions have largely been on hold during 2025, partly reflecting uncertainty over proposed legislative changes restricting future land use for wind power, although the existing development pipeline remains substantial and is awaiting clearer market signals. New legislation expected to come into force for the offshore wind segment in 2026 is anticipated to unlock renewed activity, particularly within Finland’s exclusive economic zone (EEZ), notwithstanding unresolved questions around the collateralisation of project rights and assets located in the EEZ.

The green transition has become the standout growth area, with green transition investment projects, spanning data centres, small modular nuclear heat reactors, power-to-gas and green hydrogen facilities. Battery energy storage system (BESS) projects have also emerged as a significant and increasingly financeable asset class, supported by developing technical and operational guidance, with further BESS-specific regulatory guidance expected during 2026.

Public-private partnership (PPP) structures have a more limited track record in Finland than in some other European jurisdictions, and Finland does not have a dedicated, comprehensive PPP statute comparable to regimes seen elsewhere. PPP-type arrangements that have been used to date have tended to take the form of life-cycle model contracts for major road and, to a lesser extent, healthcare infrastructure projects, procured by public authorities such as the Finnish Transport Infrastructure Agency.

These life-cycle arrangements typically bundle design, construction, financing and long-term maintenance obligations into a single long-term contract with a private consortium, which is remunerated through availability-based payments from the public authority rather than through user charges. Project financing for such structures is generally provided on a limited or non-recourse basis to the special purpose project company established for the contract.

Project agreements for Finnish projects (such as construction contracts and offtake or power purchase agreements) are generally governed by Finnish law, although, depending on the scope of the project and the nationalities of the parties involved, certain project documents (eg, equipment supply agreements) may instead be governed by a foreign law, typically English law.

Financing agreements follow a similar pattern. Finnish law financing agreements are common, but English law is also frequently used where the financing is provided by a non-Nordic international syndicate, reflecting the international nature of much of the financing for Finnish projects.

Irrespective of the governing law chosen for the financing or project agreements more broadly, it is well-established Finnish market practice for security agreements, and any direct agreements relating to Finnish security assets or entities, to be governed by Finnish law, given the largely mandatory nature of Finnish perfection and enforcement requirements.

Finland generally treats foreign and domestic ownership of a project company on an equal footing, but certain sector- and asset-specific restrictions apply. Foreign investors acquiring significant influence over companies operating in the defence or security industries, or in sectors considered critical to functions vital to society, may need prior approval from the Ministry of Economic Affairs and Employment. In addition, non-EU/non-EEA citizens and entities (including, in certain circumstances, Finnish companies with foreign ownership) generally require permission from the Ministry of Defence before acquiring real property in Finland.

Direct or indirect ownership of land or natural resources is not generally subject to a separate licensing requirement for EU/EEA entities and citizens. However, licences or permits are typically required from the relevant authority for the exploration and exploitation of natural resources and for the construction and operation of pipelines. These requirements apply broadly on a uniform basis regardless of the operator’s nationality, subject to the same additional scrutiny for sectors of national security significance.

These structures are typically financed through a dedicated, ring-fenced special purpose project company rather than at the sponsor’s own balance sheet. The standard choice is the Finnish private limited liability company (osakeyhtiö), which offers limited liability, a flexible capital structure and straightforward incorporation. It is also an entity that both Finnish and international lenders recognise.

Sponsors and lenders should also factor the permitting landscape into the structuring timetable. Authority over a given project is often split between national bodies (such as the Ministry of Defence, the National Land Survey and the Energy Authority) and municipal or regional administrative agencies, particularly for real property and infrastructure projects. A legislative reform introduced a one-stop permitting authority on 1 January 2026 and that should simplify co-ordination going forward.

Foreign investment screening under the Ministry of Economic Affairs and Employment’s regime (for defence, security or critical infrastructure sectors) should be considered early in the structuring process, as should the Ministry of Defence permit requirement applicable to non-EU/non-EEA acquisitions of real estate involving land. Bank of Finland balance-of-payments or direct-investment reporting obligations applicable to significant cross-border capital flows should also be considered.

Senior debt for Finnish project financings comes mainly from club-syndicated Nordic banks alongside Finnvera (export credit) and multilaterals like the EIB/NIB for larger deals. Bond financing and institutional/private credit (notably Finnish pension insurers plus infrastructure funds) are growing alternatives, while commodity-trader and streaming/royalty structures remain largely absent given the market’s renewables/infrastructure focus.

Natural resources projects in Finland, primarily mining and mineral extraction, are subject to sector-specific taxation and licensing requirements. The exploration and exploitation of natural resources is a regulated activity requiring licences or permits from the relevant Finnish authorities. These requirements apply on a broadly uniform basis to domestic and foreign operators alike, subject to the additional foreign investment screening described above for sectors considered critical to national security.

There are no general restrictions on the export of extracted resources from Finland, or requirements for beneficiation to occur within Finland. Lenders financing natural resources projects should still keep in mind the possibility of future changes to the mining tax regime given the hybrid model currently under consideration.

There is no Finnish environmental or health and safety law that applies specifically to project financing as such. Instead, environmental or health and safety obligations attach to the underlying project itself. The specific laws that apply depend on the type of project involved. Lenders typically address this indirectly. Compliance with the relevant environmental or health and safety regime is mandated through specific undertakings and conditions built into the financing agreements and other project documentation, rather than through any dedicated project-finance-specific regulation.

Depending on the project, relevant regulators can include:

• the Finnish Safety and Chemicals Agency;
• regional environmental authorities in co-operation with the Centres for Economic Development, Transport and the Environment; and
• municipal building and environmental permitting authorities.

Since 1 January 2026, there has been a new nationwide permitting authority, which co-ordinates project permitting (including relevant environmental permits) across previously fragmented national and regional processes.