Housing share transaction in DIAS

In the transaction of an apartment with an electronic registration of ownership, the share register and ownership are registered in the Residential and Commercial Property Information System (HTJ) with an electronic registration of ownership.

The real estate agent must take into account the form of ownership in question when starting the transaction

• Electronic registration of ownership must be selected as the form of the share in the agency system.
• An identifier of the group of shares must be added to the transaction information.
• A residential and commercial property extract or an apartment data extract for each share group must be attached for the transaction.
  • The printout must be dated on the same day as the transaction is sent to DIAS.
  • Scanned or copied printouts will not be accepted.
  • If the transaction is interrupted and restarted, using a printout dated for the restart date is recommended.

Pledges

• The real estate agent must ensure that any pledge entries are for the seller's bank.
• A transaction can also be completed without pledging.

Course of the transaction

DIAS checks the following information from the Residential and Commercial Property Information System at the beginning of the transaction:

• The identifier of the group of shares
• The share classes
• Form of ownership record

If there is a discrepancy in the information, the initiation of the transaction will be prevented or DIAS notifies the real estate agent of the change request during the preparation phase.

In the preparation phase, DIAS collects information from the bank of the buyer for the registration of a possible electronic pledge. In addition, the seller’s bank gives a commitment to remove the pledge as part of the DIAS process, and a separate commitment is not required. The parties give the necessary authorizations and consents during the signing of the deed of sale. The buyer’s bank always acts as the buyer's agent for the registration of ownership.

DIAS uses the National Land Survey of Finland's Residential and Commercial Property Information System application interfaces and automatically sends applications for the registration of ownership and pledging on behalf of the banks and, if necessary, the applications for the removal of pledges after the payments have been made. These interfaces are used when all parties are individuals with legal capacity and the object of the transaction is a whole share (1/1).

If a company or an estate is a party to the transaction, the applications are not sent automatically, but are made manually by the banks. The buyer’s bank signs off the transaction when the National Land Survey of Finland has registered the ownership.

In a transaction involving a share certificate transitioning to electronic registration of ownership, the housing company’s share register has been transferred to the Residential and Commercial Property Information System (HTJ), but the share certificate is still in paper form. The share certificate will be transferred to the electronic register after the transaction.

The real estate agent must take the following into account when initiating a transaction

• An identifier of the group of shares must be added to the transaction information. For the sake of clarity, DIAS also recommends adding it to the deed of sale.
• DIAS automatically retrieves information on the location of the housing company’s share register from the National Land Survey of Finland, and this does not require any separate measures by the real estate agent.
• The real estate agent must find out the physical location of the share certificate and check whether the share certificate is used as security for a loan or unpledged. 

Course of the transaction

In the preparation phase, DIAS collects information from the bank of the buyer concerning the possible electronic pledging. During the signing of the deed of sale, DIAS collects authorization from the buyer for the electronic registration of ownership and the consent to the registration of the pledge. The buyer’s bank always acts as the buyer's agent.

The seller is requested to authorize the transfer of the share certificate in connection with the signing. The seller’s bank makes the transfer entry after the payments have been made and submits the share certificate to the National Land Survey of Finland for cancellation.

DIAS uses the National Land Survey of Finland's Residential and Commercial Property Information System application interfaces and automatically sends applications for the registration of ownership and pledging to the National Land Survey of Finland after the payments have been made. These interfaces are used when all parties are individuals with legal capacity and the object of the transaction is a whole share (1/1). 

If a company or an estate is a party to the transaction, the buyer's bank makes the applications manually. The buyer’s bank signs off the transaction when the National Land Survey of Finland has registered the ownership.

Please note that the location of the share register may change during the preparation of the transaction. If the share register has been transferred to the Residential and Commercial Property Information System during the DIAS transaction, DIAS will make an automatic change request for the transaction. After this, the transaction must be restarted with the updated information.

DIAS can be used for housing share transactions for an object whose ownership is demonstrated by a paper share certificate and when the housing company’s share register has not been transferred to the Commercial Property Information System (HTJ). There are currently few such transactions, and care must be taken in recording the transaction information so that the information and formatting of the deed of sale correspond to the actual phases of the transaction.

DIAS automatically gets the location of the share register from the Residential and Commercial Property Information System. In this transaction type, the information that the share register is not in the Residential and Commercial Property Information System is saved in DIAS, and the phases of the transaction are created accordingly.

At the signing stage, the seller authorizes their bank to make a transfer entry. The seller’s bank makes the transfer entry to the share certificate after the payments have been made and submits the share certificate with the transfer entry to the buyer's bank. The buyer’s bank acknowledges receipt of the share certificate in DIAS, after which the transaction can be completed. Please note that the share certificate must remain with the bank as collateral for the loan, so the “buyer without a loan” transaction type cannot be used in situations where the housing company is not registered in the Commercial Property Information System.

It must be taken into account in the deed of sale that the ownership is transferred by the share certificate with the transfer entry, which the seller’s bank delivers to the buyer's bank. A copy of the share certificate with the transfer entry will be available in DIAS, and it can be delivered to the building manager for the registration of the buyer's ownership in the housing company's records.

It is not possible to transfer the share certificate to the electronic register in the case of a property where the housing company’s share register has not been transferred to the Residential and Commercial Property Information System.

Please note that the location of the share register may change during the preparation of the DIAS transaction. If the share register has been transferred to the Residential and Commercial Property Information System during the preparation, the share certificate must be transferred to the electronic register in connection with the transaction. In this case, DIAS will make an automatic change request, and the transaction must be restarted so that it can proceed with the correct information and steps. For more information on this type of transaction, see “Transaction involving a share certificate transitioning to electronic registration of ownership”.

Housing share transactions with an undivided estate as the seller can be concluded in DIAS. One or more estates and also natural persons or companies can be sellers in the same transaction. An estate cannot be a seller in a DIAS real estate transaction.

When the seller is an estate, the estate must have an account and all the sellers must have the same bank. Persons who only participate in the transaction as estate shareholders (not as sellers) do not need to have the same bank as the estate. The same person can act as both the seller and the signatory for an estate.

Information on the signatories for the estate is added to the transaction. The signatories must be legally capable private persons who can sign the deed of sale electronically using strong authentication (online banking credentials, mobile certificate or Hightrust.id). A DIAS transaction cannot be signed with a power of attorney. If an estate administrator has been appointed to the estate by the District Court, the administrator may sign the deed of sale. In this case, the District Court’s appointment document is required as an appendix to the transaction.

The transaction is always made on behalf of the estate, and the purchase price is paid to the estate’s account.

There is no target time for preparing the transaction involving an estate. For this reason, it is recommended not to use a “by” date in the terms of payment in the deed of sale.

Appendices in a transaction involving an estate

DIAS only delivers the appendices concerning the estate to the bank for the review by the bank, and the appendices are not shown to the parties to the transaction in DIAS.

An estate inventory deed is always required for the transaction. In principle, a report of family relationships or certificates from the Population Information System are also required, unless the register of estate shareholders has been certified by the Digital and Population Data Services Agency (DVV). A register of estate shareholders certified by DVV is recommended, but not mandatory. Without the certification, the seller's bank may need more time for its review.

Possible additional appendices include, for example, a will, spousal consent, marriage agreement and the District Court's appointment document. The required appendices must always be confirmed with the banks involved in the transaction and added to the DIAS transaction.

If the transaction has an electronic registration of ownership and an NLS clarification entry has been recorded for the estate, the estate inventory deed is always required, and the other appendices are checked with the banks on a case-by-case basis.

Other considerations

There are often several signatories in transactions involving an estate. Before the signing phase, ensure that all signatories can sign the transaction within the 24-hour signing period in DIAS.

If the share certificate is not in the seller's bank as security for a loan, a copy of the share certificate must be attached to the DIAS transaction, and the original share certificate must be delivered to the seller’s bank.

Housing share and real estate transactions involving a limited liability company (Oy) can be concluded in DIAS. Other company forms, such as associations and foundations, are not supported. Buyers, sellers or both can be companies. In addition to the company, the parties to the transaction may also be private individuals, and an estate may also be the seller in a housing company share transaction.

The deed of sale is signed on behalf of the company by the person(s) authorized to sign for the company in accordance with the Trade Register extract or minutes. The signing is made using strong electronic authentication (online banking credentials or mobile certificate). A DIAS transaction cannot be made with a power of attorney.

The real estate agent must obtain the appropriate register extracts for the company in accordance with Hyvä välitystapa (good brokerage practice) and ensure that persons with the right to sign have been marked as signatories.

Appendices when a company is a party to the transaction

A Trade Register extract dated a maximum of three months earlier is always added to the transaction, showing the right to sign and the persons with the right to sign.

The minutes or an extract from the minutes concerning the transaction are optional appendices, but mandatory if:

• a housing company or real estate company is a party to the transaction

• the signatories of the deed of sale are different than those indicated in the Trade Register extract

• the company’s category of activity does not include the sale or purchase of apartments (the banks may require the minutes in the case of general categories of activity).

The minutes or the Trade Register extract are only shown to the banks, not to the parties to the transaction.

Other considerations

The company’s signatories can monitor the progress of the DIAS transaction in the DIAS online service by authenticating themselves with their online banking credentials or mobile certificate.

DIAS can also be used for housing share transactions where the buyer does not take out a new loan or where the object to be purchased does not remain with the bank as collateral for a loan. These are called buyer-without-a-loan transactions. (Transactions are also possible when the buyer takes financing from a bank or when the seller replaces the security for their loan.)

A buyer-without-a-loan transaction is possible when the apartment has an electronic registration of ownership or a paper share certificate, which will be transferred to the electronic register in connection with the transaction. A transaction cannot be concluded if the paper share certificate is not transferred to the electronic register, i.e. the housing company’s share register has not been transferred to the Residential and Commercial Property Information System. The other preconditions for an apartment transaction also apply to these transactions. The parties to the transaction can be natural persons, companies or an estate (as the seller).

Buyer-without-a-loan transactions do not have a bank preparation target time, as each case is different. For this reason, it is recommended not to use a “by” date in the terms of payment in the deed of sale. Otherwise, the current preconditions also apply to these transactions.

When the real estate agent initiates the transaction, they indicate whether any buyers receive bank financing. If a loan is received by even one buyer, the transaction is marked as a transaction with a loan. Both banks receive information about the type of transaction and can contact the buyer to obtain the proof of origin of the funds.

If a transaction initiated as a transaction with a loan becomes a transaction without a loan during preparation, the bank will make a change request and the transaction must be restarted according to the correct transaction type. On the other hand, a transaction started without a loan can become a loan transaction without the need to change the transaction information.

When a paper share certificate is transferred to the electronic register in connection with the transaction, the buyer authorizes the bank to take care of the transfer to the electronic register for the share certificate and the registration of ownership. In a DIAS transaction, the buyer’s bank always acts as the buyer's agent towards the National Land Survey of Finland.

A DIAS transaction can be made when the object of the transaction is not used as security for a loan in the seller's bank. If the property has a paper share certificate, the real estate agent must mark the share certificate as held by the seller (available). In these situations, the share certificate is delivered to the seller's bank as part of the preparation of the transaction. 

The real estate agent needs a copy of the share certificate as an appendix to the transaction when initiating the transaction.

If a paper share certificate has not been pledged, the real estate agent must ensure, in accordance with Hyvä välitystapa (good brokerage practice) (section 5.5.1.14): 

• the physical location of the share certificate

• that the share certificate has not been lost

• that the necessary transfer entries have been made in the share certificate.

How to conclude a transaction when the share certificate is held by the seller

• Make an entry in the agency system that the share certificate is held by the seller. 

  • A share certificate is always either available or as security for a loan, i.e. the share certificate is always held by the seller when it is not used as security for a loan.

• Attach a PDF copy of the share certificate showing previous transfer entries as an appendix to the transaction.

  • The share certificate must be a single file and contain all the pages of the share certificate. 

  • If the object of the transaction is several groups of shares, add copies of all share certificates held by the seller to the same file.

  • The copy is not shown to the parties to the transaction at the signing stage, but is only sent to the banks for information.

• The seller delivers the share certificate to their bank as part of the preparation of the transaction and agrees on delivery with their bank.

  • The real estate agent must make an entry in the agency system that the share certificate is held by the seller even if the seller has already delivered it to their bank.

  • We recommend instructing the seller to contact their bank immediately after the transaction has been initiated. The delivery of a share certificate has a direct impact on the processing time by the seller’s bank, as the bank cannot conclude its review until the share certificate is in its possession and has been inspected by the bank.

• If more than one group of shares are sold in one transaction, the location of the share certificate is recorded for the transaction only once.

  • If one of the share certificates is held by the seller, the transaction must be initiated using the “share certificate held by the seller” procedure, and a copy of the share certificate held by the seller must be attached as an appendix. Copies of share certificates used as security by a bank do not need to be attached.

Share certificate held by the bank

If the share certificate is held by the bank (e.g. in a safe deposit box), it is marked as an available share certificate, i.e. a share certificate held by the seller. In this case, the transaction is initiated using the “share certificate held by the seller” procedure, and the seller agrees with their own bank on the delivery of a share certificate to the bank as part of the preparation of the transaction.

A share certificate is considered to be held by a bank when it is held by the seller’s bank as security for a loan. It is also marked as a share certificate held by a bank in exceptional situations where a loan has already been paid in full, but the share certificate is still at the bank and awaits handing over to the seller. In these situations, the share certificate is marked as held by a bank/as security for a loan, and the transaction is initiated in accordance with this procedure.