PROTOCOL

AMENDING THE CONVENTION BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND

THE GOVERNMENT OF THE REPUBLIC OF FINLAND

FOR THE AVOIDANCE OF DOUBLE TAXATION

AND THE PREVENTION OF FISCAL EVASION

WITH RESPECT TO TAXES ON INCOME AND ON CAPITAL

The Government of the United States of America and the Government of the 

Republic of Finland, desiring to amend the Convention Between the Government of 

the United States of America and the Government of the Republic of Finland for the 

Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to 

Taxes on Income and on Capital, signed at Helsinki on September 21, 1989 

(hereinafter referred to as "the Convention"), 

Have agreed as follows: 
ARTICLE I 

Article 1 (Personal Scope) of the Convention is omitted and the following 

Article is substituted: 

"ARTICLE 1 

Personal Scope 

1. This Convention shall apply to persons who are residents of one or both of the 

Contracting States, except as otherwise provided in the Convention. 

2. This Convention shall not restrict in any manner any exclusion, exemption, 

deduction, credit or other allowance now or hereafter accorded: 

a) by the laws of either Contracting State; or 

b) by any other agreement between the Contracting States. 

3. a) Notwithstanding the provisions of subparagraph b) of paragraph 2 of 

this Article: 

(i) for purposes of paragraph 3 of Article XXII (Consultation) of 

the General Agreement on Trade in Services, the Contracting States 

agree that any question arising as to the interpretation or application of 

this Convention and, in particular, whether a taxation measure is within 

the scope of this Convention, shall be determined exclusively in 

accordance with the provisions of Article 25 (Mutual Agreement 

Procedure) of this Convention; and 

(ii) the provisions of Article XVII of the General Agreement on 

Trade in Services shall not apply to a taxation measure unless the 

competent authorities agree that the measure is not within the scope of 

Article 24 (Non-discrimination) of this Convention. 

b) For the purposes of this paragraph, a “measure” is a law, regulation, 

rule, procedure, decision, administrative action, or any similar provision or 

action. 

4. Except to the extent provided in paragraph 5, this Convention shall not affect 

the taxation by a Contracting State of its residents (as determined under Article 4 
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(Residence)) and its citizens. Notwithstanding the other provisions of this 

Convention, a former citizen or long-term resident of a Contracting State may, for the 

period of ten years following the loss of such status, be taxed in accordance with the 

laws of that Contracting State. 

5. The provisions of paragraph 4 shall not affect: 

a) the benefits conferred by a Contracting State under paragraph 2 of 

Article 9 (Associated Enterprises), under subparagraph b) of paragraph 1 and 

paragraph 4 of Article 18 (Pensions, Annuities, Alimony, and Child Support), 

and under Articles 23 (Elimination of Double Taxation), 24 

(Non-discrimination), and 25 (Mutual Agreement Procedure); and 

b) the benefits conferred by a Contracting State under Articles 19 

(Government Service), 20 (Students and Trainees), and 27 (Members of 

Diplomatic Missions and Consular Posts), upon individuals who are neither 

citizens of, nor have been admitted for permanent residence in, that State. 

6. An item of income derived through an entity that is fiscally transparent under 

the laws of either Contracting State shall be considered to be derived by a resident of a 

Contracting State to the extent that the item is treated for purposes of the taxation law 

of such Contracting State as the income of a resident." 

ARTICLE II 

Article 4 (Residence) of the Convention is amended by: 

a) omitting paragraph 1 and substituting the following: 

"1. a) For the purposes of this Convention, the term "resident of a Contracting 

State" means any person who, under the laws of that State, is liable to tax 

therein by reason of his domicile, residence, place of management, place of 

incorporation, or any other criterion of a similar nature, and also includes that 

State and any political subdivision, statutory body or local authority thereof. 

This term, however, does not include any person who is liable to tax in that 
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State in respect only of income from sources in that State or of profits 

attributable to a permanent establishment in that State or capital situated 

therein. 

b) A United States citizen or an alien lawfully admitted for permanent 

residence (a “green card” holder) in the United States is a resident of the 

United States, but only if such person has a substantial presence, permanent 

home, or habitual abode in the United States. 

c) The term "resident of a Contracting State" includes a legal person 

organized under the laws of a Contracting State and that is generally exempt 

from tax in that State and is established and maintained in that State either: 

(i) exclusively for religious, charitable, scientific, artistic, cultural, 

or educational purposes; or 

(ii) to provide pensions or other retirement benefits pursuant to a 

plan."; and

b) omitting paragraph 3 and substituting the following: 

"3. Where by reason of the provisions of paragraph 1 of this Article a person other 

than an individual is a resident of both Contracting States, the competent authorities of 

the Contracting States shall by mutual agreement endeavor to determine the mode of 

application of this Convention to that person. In the absence of a mutual agreement by 

the competent authorities of the Contracting States, the person shall not be considered 

a resident of either Contracting State for the purposes of claiming any benefits 

provided by the Convention." 
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ARTICLE III

1. Article 10 (Dividends) of the Convention shall be omitted and the following 

shall be substituted: 

"ARTICLE 10 

Dividends 

1. Dividends paid by a company that is a resident of a Contracting State to a 

resident of the other Contracting State may be taxed in that other State. 

2. However, such dividends may also be taxed in the Contracting State of which 

the company paying the dividends is a resident, and according to the laws of that State, 

but if the beneficial owner of the dividends is a resident of the other Contracting State, 

the tax so charged shall not exceed: 

a) 5 percent of the gross amount of the dividends if the beneficial owner is 

a company that owns directly at least 10 percent of the voting stock of the 

company paying the dividends; 

b) 15 percent of the gross amount of the dividends in all other cases. 

This paragraph shall not affect the taxation of the company in respect of the profits out 

of which the dividends are paid. 

3. Notwithstanding the provisions of paragraph 2, such dividends shall not be 

taxed in the Contracting State of which the company paying the dividends is a resident 

if the beneficial owner is: 

a) a company that is a resident of the other Contracting State that has 

owned, directly or indirectly through one or more residents of either 

Contracting State, shares representing 80 percent or more of the voting power 

in the company paying the dividends for a 12-month period ending on the date 

on which entitlement to the dividends is determined and: 

(i) satisfies the conditions of clause (i) or (ii) of subparagraph c) of

paragraph 2 of Article 16 (Limitation on Benefits);

(ii) satisfies the conditions of clauses (i) and (ii) of 

subparagraph f) of paragraph 2 of Article 16, provided that the 
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company satisfies the conditions described in paragraph 4 of that 

Article with respect to the dividends; 

(iii) is entitled to benefits with respect to the dividends under

paragraph 3 of Article 16; or 

(iv) has received a determination pursuant to paragraph 6 of 

Article 16 with respect to this paragraph; or

b) a pension fund (as defined in subparagraph j) of paragraph 7 of Article 16) that 

is a resident of the other Contracting State, provided that such dividends are not 

derived from the carrying on of a business by the pension fund or through an 

associated enterprise. 

4. a) Subparagraph a) of paragraph 2 and subparagraph a) of paragraph 

3 shall not apply in the case of dividends paid by a U.S. Regulated Investment 

Company (RIC) or a Real Estate Investment Trust (REIT). In the case of dividends 

paid by a RIC, subparagraph b) of paragraph 2 and subparagraph b) of paragraph 3 

shall apply. In the case of dividends paid by a REIT, subparagraph b) of paragraph 2 

and subparagraph b) of paragraph 3 shall apply only if: 

(i) the beneficial owner of the dividends is an individual or pension 

fund, in either case holding an interest of not more than 10 percent in 

the REIT; 

(ii) the dividends are paid with respect to a class of stock that is 

publicly traded and the beneficial owner of the dividends is a 

person holding an interest of not more than 5 percent of any class 

of the REIT’s stock; or

(iii) the beneficial owner of the dividends is a person holding an 

interest of not more than 10 percent in the REIT and the REIT is 

diversified.

b) For purposes of this paragraph, a REIT shall be "diversified" if the 

value of no single interest in real property exceeds 10 percent of its total 

interests in real property. For the purposes of this rule, foreclosure property 
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shall not be considered an interest in real property. Where a REIT holds an 

interest in a partnership, it shall be treated as owning directly a proportion of 

the partnership's interests in real property corresponding to its interest in the 

partnership. 

5. The term "dividends" as used in this Article means: 

a) income from shares or other rights, not being debt-claims, 

participating in profits; 

b) income from other corporate rights that is subjected to the same 

taxation treatment as income from shares by the laws of the State of which 

the company making the distribution is a resident; and 

c) income from arrangements, including debt obligations, carrying the 

right to participate in profits, to the extent so characterized under the law 

of the Contracting State in which the income arises. 

6. The provisions of paragraphs 2 and 3 shall not apply if the beneficial 

owner of the dividends, being a resident of a Contracting State, carries on 

business in the other Contracting State, of which the company paying the 

dividends is a resident, through a permanent establishment situated therein, or 

performs in that other State independent personal services from a fixed base 

situated therein, and the dividends are attributable to such permanent 

establishment or fixed base. In such case, the provisions of Article 7 (Business 

Profits) or Article 14 (Independent Personal Services), as the case may be, shall 

apply. 

7. A Contracting State may not impose any tax on dividends paid by a company 

which is not a resident of that State, except insofar as: 

a) the dividends are paid to a resident of that State; or 

b) the dividends are attributable to a permanent establishment or a fixed base 

situated in that State. 

8. A company that is a resident of a Contracting State and that has a permanent 

establishment in the other Contracting State, or that is subject to tax in that other 
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Contracting State on items of income that may be taxed in that other State under 

Article 6 (Income from Immovable (Real) Property) or under paragraph 1 of Article 

13 (Gains), may be subject in that other Contracting State to a tax in addition to the tax 

allowable under the other provisions of this Convention. Such tax, however, may be 

imposed only on: 

a) in the case of the United States, 

(i) the portion of the business profits of the company attributable to 

the permanent establishment, and 

(ii) the portion of the income referred to in the preceding sentence 

that is subject to tax under Article 6 or Article 13, 

that represents the "dividend equivalent amount" as that term is defined under 

the laws of the United States as it may be amended from time to time without 

changing the general principle thereof; and 

b) in the case of Finland, 

(i) the portion of the business profits of the company attributable to 

the permanent establishment, and 

(ii) the portion of the income referred to in the preceding sentence 

that is subject to tax under Article 6 or paragraph 1 of Article 13, 

that in both cases represent an amount, as defined under the laws of 

Finland, that if the operation was carried on by a subsidiary 

incorporated in Finland would be distributed as a dividend. 

9. The tax referred to in subparagraphs a) and b) of paragraph 8 shall not be 

imposed at a rate exceeding the rate specified in subparagraph a) of paragraph 2. In 

any case, it shall not be imposed on a company that: 

a) satisfies the conditions of clause (i) or (ii) of subparagraph c) of 

paragraph 2 of Article 16 (Limitation on Benefits); 

b) satisfies the conditions of clauses (i) and (ii) of subparagraph f) of 

paragraph 2 of Article 16, provided that the company satisfies the 
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conditions described in paragraph 4 of that Article with respect to an item 

of income, profit or gain described in paragraph 8 of this Article; 

c) is entitled under paragraph 3 of Article 16 to benefits with respect 

to an item of income, profit or gain described in paragraph 8 of this 

Article; or 

d) has received a determination pursuant to paragraph 6 of Article 16 

with respect to this paragraph.” 

2. Paragraph 5 of Article 24 (Non-discrimination) shall be omitted and the 

following paragraph shall be substituted:

"5. Nothing in this Article shall be construed as preventing either Contracting State 

from imposing the tax described in paragraph 8 of Article 10 (Dividends)."

ARTICLE IV 

The following new paragraph shall be added to Article 11 (Interest) of the Convention: 

“6. Notwithstanding the provisions of paragraph 1: 

a) interest paid by a resident of a Contracting State and that is determined 

with reference to receipts, sales, income, profits or other cash flow of the debtor or a 

related person, to any change in the value of any property of the debtor or a related 

person or to any dividend, partnership distribution or similar payment made by the 

debtor to a related person, and paid to a resident of the other Contracting State also 

may be taxed in the Contracting State in which it arises, and according to the laws of 

that State, but if the beneficial owner is a resident of the other Contracting State, the 

gross amount of the interest may be taxed at a rate not exceeding the rate prescribed in 

subparagraph b) of paragraph 2 of Article 10 (Dividends); and 

b) interest that is an excess inclusion with respect to a residual interest in a 

real estate mortgage investment conduit may be taxed by each State in accordance 

with its domestic law.” 
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ARTICLE V 

Paragraph 2 of Article 12 (Royalties) shall be omitted and paragraphs 3, 4, 

5, and 6 shall be renumbered accordingly. 

ARTICLE VI 

Article 16 (Limitation on Benefits) of the Convention shall be omitted and 

the following Article substituted: 

"ARTICLE 16 

Limitation on Benefits 

1. A resident of a Contracting State shall be entitled to benefits otherwise 

accorded to residents of a Contracting State by this Convention only to the extent 

provided in this Article. 

2. A resident of a Contracting State shall be entitled to all the benefits of this 

Convention if the resident is: 

a) an individual; 

b) a Contracting State or any political subdivision, statutory body 

or local authority thereof; 

c) a company, if: 

(i) its principal class of shares (and any disproportionate 

class of shares) is regularly traded on one or more recognized 

stock exchanges, and either 

A) its principal class of shares is primarily traded on 

a recognized stock exchange located in the Contracting 

State of which the company is a resident (or, in the case 

of a company resident in Finland, on a recognized stock 

exchange located within the European Union or in any 

other European Economic Area state or, in the case of a 

company resident in the United States, on a recognized 
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stock exchange located in another state that is a party to 

the North American Free Trade Agreement); or 

B) the company’s primary place of management and 

control is in the Contracting State of which it is a 

resident; or 

(ii) at least 50 percent of the aggregate voting power and 

value (and at least 50 percent of any disproportionate class of 

shares) of the shares in the company are owned directly or 

indirectly by five or fewer companies entitled to benefits under 

clause (i) of this subparagraph, provided that, in the case of 

indirect ownership, each intermediate owner is a resident of 

either Contracting State; 

d) a person described in clause (i) of subparagraph c) ofparagraph 

1 of Article 4 (Residence) of this Convention, 

e) a pension fund, provided that more than 50 percent of the 

person’s beneficiaries, members or participants are individuals resident 

in either Contracting State; or 

f) a person other than an individual, if: 

(i) on at least half the days of the taxable year at least 50 

percent of each class of shares or other beneficial interests in the 

person is owned, directly or indirectly, by residents of the 

Contracting State of which that person is a resident that are 

entitled to the benefits of this Convention under subparagraph 

a), subparagraph b), clause (i) of subparagraph c), or 

subparagraphs d) or e) of this paragraph, provided that, in the 

case of indirect ownership, each intermediate owner is a 

resident of that Contracting State; and 

(ii) less than 50 percent of the person’s gross income for the 

taxable year, as determined in the person's State of residence, is 
paid or accrued, directly or indirectly, to persons who are not 

residents of either Contracting State entitled to the benefits of 

this Convention under subparagraph a), subparagraph b), clause 

(i) of subparagraph c), or subparagraphs d) or e) of this 

paragraph in the form of payments that are deductible for 

purposes of the taxes covered by this Convention in the 

person’s State of residence (but not including arm’s length 

payments in the ordinary course of business for services or 

tangible property and payments in respect of financial 

obligations to a bank that is not related to the payor). 

3. A company that is a resident of a Contracting State shall also be entitled to the 

benefits of the Convention if: 

a) at least 95 percent of the aggregate voting power and value of its shares 

(and at least 50 percent of any disproportionate class of shares) is owned, 

directly or indirectly, by seven or fewer persons that are equivalent 

beneficiaries; and 

b) less than 50 percent of the company’s gross income, as determined in 

the company's State of residence, for the taxable year is paid or accrued, 

directly or indirectly, to persons who are not equivalent beneficiaries, in the 

form of payments (but not including arm's length payments in the ordinary 

course of business for services or tangible property and payments in respect of 

financial obligations to a bank that is not related to the payor), that are 

deductible for the purposes of the taxes covered by this Convention in the 

company's State of residence. 

4. a) A resident of a Contracting State will be entitled to benefits of the 

Convention with respect to an item of income derived from the other State, 

regardless of whether the resident is entitled to benefits under paragraph 2 or 3 

of this Article, if the resident is engaged in the active conduct of a trade or 

business in the first-mentioned State (other than the business of making or 
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managing investments for the resident’s own account, unless these activities 

are banking, insurance or securities activities carried on by a bank, insurance 

company or registered securities dealer), and the income derived from the 

other Contracting State is derived in connection with, or is incidental to, that 

trade or business. 

b) If a resident of a Contracting State derives an item of income from a 

trade or business activity in the other Contracting State, or derives an item of 

income arising in the other Contracting State from an associated enterprise, 

subparagraph a) of this paragraph shall apply to such item only if the trade or 

business activity in the first-mentioned State is substantial in relation to the 

trade or business activity in the other State. Whether a trade or business 

activity is substantial for purposes of this paragraph will be determined based 

on all the facts and circumstances. 

c) In determining whether a person is “engaged in the active conduct of a 

trade or business” in a Contracting State under subparagraph a) of this 

paragraph, activities conducted by persons connected to such person shall be 

deemed to be conducted by such person. A person shall be connected to 

another if one possesses at least 50 percent of the beneficial interest in the 

other (or, in the case of a company, at least 50 percent of the aggregate vote 

and at least 50 percent of the aggregate value of the shares in the company or 

of the beneficial equity interest in the company) or another person possesses, 

directly or indirectly, at least 50 percent of the beneficial interest (or, in the 

case of a company, at least 50 percent of the aggregate vote and at least 50 

percent of the aggregate value of the shares in the company or of the beneficial 

equity interest in the company) in each person. In any case, a person shall be 

considered to be connected to another if, based on all the relevant facts and 

circumstances, one has control of the other or both are under the control of the 

same person or persons. 
5. Notwithstanding the preceding provisions of this Article, where an enterprise 

of Finland derives insurance premiums, interest or royalties from the United States, 

and, pursuant to a tax convention between Finland and a third state, the income 

consisting of such premiums, interest or royalties is exempt from taxation in Finland 

because it is attributable to a permanent establishment which that enterprise has in that 

third state, the tax benefits that would otherwise apply under the other provisions of 

the Convention will not apply to such income if the tax that is actually paid with 

respect to such income in the third state is less than 60 percent of the tax that would 

have been payable in Finland if the income were earned in Finland by the enterprise 

and were not attributable to the permanent establishment in the third state. Any 

interest or royalties to which the provisions of this paragraph apply may be taxed in 

the United States at a rate that shall not exceed 15 percent of the gross amount thereof. 

Any insurance premiums to which the provisions of this paragraph apply will be 

subject to tax under the provisions of the domestic law of the United States, 

notwithstanding any other provision of the Convention. The provisions of this 

paragraph shall not apply if: 

a) in the case of interest, the income derived from the United States is 

derived in connection with, or is incidental to, the active conduct of a trade or 

business carried on by the permanent establishment in the third state (other 

than the business of making, managing or simply holding investments for the 

person’s own account, unless these activities are banking or securities activities 

carried on by a bank or registered securities dealer); or 

b) in the case of royalties, the royalties are received as compensation for 

the use of, or the right to use, intangible property produced or developed by the 

permanent establishment itself. 

6. A resident of a Contracting State that is not entitled to benefits pursuant to the 

preceding paragraphs of this Article shall, nevertheless, be granted benefits of the 

Convention if the competent authority of the other Contracting State determines that 

the establishment, acquisition or maintenance of such person and the conduct of its 
15

operations did not have as one of its principal purposes the obtaining of benefits under 

the Convention. The competent authority of the other Contracting State shall consult 

with the competent authority of the first-mentioned State before denying the benefits 

of the Convention under this paragraph. 

7. For the purposes of this Article, 

a) the term “principal class of shares” means the ordinary or common 

shares of the company, provided that such class of shares represents the 

majority of the voting power and value of the company. If no single class of 

ordinary or common shares represents the majority of the aggregate voting 

power and value of the company, the “principal class of shares” is that class or 

those classes that in the aggregate represent a majority of the aggregate voting 

power and value of the company; 

b) the term “disproportionate class of shares” means any class of shares of 

a company resident in one of the States that entitles the shareholder to 

disproportionately higher participation, through dividends, redemption 

payments or otherwise, in the earnings generated in the other State by 

particular assets or activities of the company; 

c) the term “shares” shall include depository receipts thereof; 

d) the term “recognized stock exchange” means: 

(i) the NASDAQ System owned by the National Association of 

Securities Dealers, Inc. and any stock exchange registered with the U.S. 

Securities and Exchange Commission as a national securities exchange 

under the U.S. Securities Exchange Act of 1934; 

(ii) the Helsinki Stock Exchange; 

(iii) the Irish Stock Exchange and the stock exchanges of 

Amsterdam, Brussels, Copenhagen, Frankfurt, London, Oslo, Paris, 

Reykjavik, Riga, Stockholm, Tallinn, Vilnius, Vienna, and Zurich; and 

(iv) any other stock exchanges agreed upon by the competent 

authorities of the Contracting States. 
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e) a class of shares is considered to be regularly traded on one or more 

recognized stock exchanges in a taxable year if the aggregate number of shares 

of that class traded on such stock exchange or exchanges during the preceding 

taxable year is at least 6 per cent of the average number of shares outstanding 

in that class during that preceding taxable year; 

f) a company’s primary place of management and control will be in the 

State of which it is a resident only if executive officers and senior management 

employees exercise day-to-day responsibility for more of the strategic, 

financial and operational policy decision making for the company (including 

its direct and indirect subsidiaries) in that State than in any other state, and the 

staffs conduct more of the day-to-day activities necessary for preparing and 

making those decisions in that State than in any other state. 

g) the term "equivalent beneficiary" means a resident of a member state of 

the European Union or of any other European Economic Area state or of a 

party to the North American Free Trade Agreement, or of Switzerland but only 

if that resident: 

(i) A) would be entitled to all the benefits of a comprehensive 

convention for the avoidance of double taxation between any member 

state of the European Union or any other European Economic Area 

state or any party to the North American Free Trade Agreement, or 

Switzerland and the State from which the benefits of this Convention 

are claimed under provisions analogous to subparagraph a), 

subparagraph b), clause (i) of subparagraph c), subparagraph d) or 

subparagraph e) of paragraph 2 of this Article, provided that if such 

convention does not contain a comprehensive limitation on benefits 

article, the person would be entitled to the benefits of this Convention 

by reason of subparagraph a), subparagraph b), clause (i) of 

subparagraph c), subparagraph d) or subparagraph e) of paragraph 2 of 
17

this Article if such person were a resident of one of the States under 

Article 4 (Residence) of this Convention; and

B) with respect to insurance premiums and to income referred to in 

Article 10 (Dividends), 11 (Interest) or 12 (Royalties) of this 

Convention, would be entitled under such convention to a rate of tax 

with respect to the particular class of income for which benefits are 

being claimed under this Convention that is at least as low as the rate 

applicable under this Convention; or

(ii) is a resident of a Contracting State that is entitled to the benefits 

of this Convention by reason of subparagraph a), subparagraph b), 

clause (i) of subparagraph c), subparagraph d) or subparagraph e) of 

paragraph 2 of this Article.

For the purposes of applying paragraph 3 of Article 10 (Dividends) in order to 

determine whether a person owning shares, directly or indirectly, in the company 

claiming the benefits of this Convention is an equivalent beneficiary, such person shall 

be deemed to hold the same voting power in the company paying the dividend as the 

company claiming the benefits holds in such company; 

h) with respect to dividends, interest or royalties arising in Finland and 

beneficially owned by a company that is a resident of the United States, a company 

that is a resident of a member state of the European Union will be treated as satisfying 

the requirements of subparagraph g)(i)B) of paragraph 7 of this Article for purposes of 

determining whether such United States resident is entitled to benefits under this 

paragraph if a payment of dividends, interest or royalties arising in Finland and paid 

directly to such resident of a member state of the European Union would have been 

exempt from tax pursuant to any directive of the European Union, notwithstanding 

that the income tax convention between Finland and that other member state of the 

European Union would provide for a higher rate of tax with respect to such payment 

than the rate of tax applicable to such United States company under Article 10 

(Dividends), 11 (Interest), or 12 (Royalties) of this Convention." 
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i) the term “statutory body” means any legal entity of a public character 

created by the laws of a Contracting State in which no person other than the State 

itself, or a political subdivision or a local authority thereof, has an interest. 

j) The term “pension fund” as used in this Article means any person that: 

(i) is organized under the laws of a Contracting State; 

(ii) is established and maintained in that Contracting State primarily 

to administer or provide pensions or other similar remuneration, 

including social security payments, or to earn income for the benefit of 

one or more such arrangements; and 

(iii) is either, 

A) in the case of Finland, a pension institution, but if such an 

institution is organized as a company only a mutual pension 

insurance company, or 

B) in the case of the United States, exempt from tax in the United 

States with respect to the activities described in clause (ii) of this 

subparagraph.” 

ARTICLE VII 

Article 23 (Elimination of Double Taxation) of the Convention shall be amended by: 

a) deleting subparagraph c) of paragraph 1) of Article 23; 

b) adding the words “or former citizen or long-term resident” after the words 

“citizen of the United States” where they appear in paragraph 3; and 

c) deleting the words “and subject to such source rules in the domestic laws of the 

Contracting States as apply for the purpose of limiting the foreign tax credit” 

where they appear in paragraph 4. 
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ARTICLE VIII 

Article 26 (Exchange of Information) is omitted and the following is substituted: 

"ARTICLE 26 

Exchange of Information 

1. The competent authorities of the Contracting States shall exchange such 

information as may be relevant for carrying out the provisions of this Convention or of 

the domestic laws of the Contracting States concerning taxes of every kind imposed by 

a Contracting State in so far as the taxation thereunder is not contrary to the Convention, including information relating to the assessment or collection of, the enforcement 

or prosecution in respect of, or the determination of appeals in relation to, such taxes. 

The exchange of information is not restricted by Article 1 (Personal Scope) or Article 

2 (Taxes Covered). 

2. If specifically requested by the competent authority of a Contracting State, the 

competent authority of the other Contracting State shall provide information under this 

Article in the form of depositions of witnesses and authenticated copies of unedited 

original documents (including books, papers, statements, records, accounts, and 

writings). 

3. Any information received under this Article by a Contracting State shall be 

treated as secret in the same manner as information obtained under the domestic laws 

of that State and shall be disclosed only to persons or authorities (including courts and 

administrative bodies) involved in the assessment, collection, or administration of, the 

enforcement or prosecution in respect of, or the determination of appeals in relation to, 

the taxes referred to above, or the oversight of such activities. Such persons or 

authorities shall use the information only for such purposes. They may disclose the 

information in public court proceedings or in judicial decisions. 

4. In no case shall the provisions of the preceding paragraphs be construed so as 

to impose on a Contracting State the obligation: 

a) to carry out administrative measures at variance with the laws and 

administrative practice of that or of the other Contracting State; 
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b) to supply information that is not obtainable under the laws or in the 

normal course of the administration of that or of the other Contracting State; 

c) to supply information that would disclose any trade, business, 

industrial, commercial, or professional secret or trade process, or information 

the disclosure of which would be contrary to public policy (ordre public). 

5. If information is requested by a Contracting State in accordance with this 

Article, the other Contracting State shall use its information gathering measures to 

obtain the requested information, even though that other State may not need such 

information for its own purposes. The obligation contained in the preceding sentence 

is subject to the limitations of paragraph 4 but in no case shall such limitation be 

construed to permit a Contracting State to decline to supply information solely 

because it has no domestic interest in such information. 

6. Notwithstanding paragraph 4, the competent authority of the requested State 

shall obtain and provide information held by financial institutions, nominees or 

persons acting in an agency or fiduciary capacity (not including information that 

would reveal confidential communications between a client and an attorney, solicitor 

or other legal representative, where the client seeks legal advice), or respecting 

interests in a person, including bearer shares, regardless of any laws or practices of the 

requested State that might otherwise preclude the obtaining of such information. 

7. Each of the Contracting States shall endeavor to collect on behalf of the other 

Contracting State such amounts as may be necessary to ensure that relief granted by 

the Convention from taxation imposed by that other State does not inure to the benefit 

of persons not entitled thereto. This paragraph shall not impose upon either of the 

Contracting States the obligation to carry out administrative measures that would be 

contrary to its sovereignty, security, or public policy. 
21

ARTICLE IX

1. This Protocol shall be subject to ratification and instruments of ratification 

shall be exchanged as soon as possible. 

2. This Protocol shall enter into force upon the exchange of instruments of 

ratification and its provisions shall have effect: 

a) in the case of Finland, 

(i) in respect of taxes withheld at source, for income derived on or 

after the first day of the second month next following the date on which 

the Protocol enters into force; and 

(ii) in respect of other taxes, for taxable years beginning on or after 

the first day of January next following the date on which the Protocol 

enters into force; and 

b) in the case of the United States: 

(i) in respect of taxes withheld at source, for amounts paid or 

credited on or after the first day of the second month next following the 

date on which the Protocol enters into force; and 

(ii) in respect of other taxes, for taxable years beginning on or after 

the first day of January next following the date on which the Protocol 

enters into force; 

c) in both Contracting States in respect of the taxes withheld at source 

covered by paragraph 3 of Article 10 (Dividends), on income derived on or 

after the first day of January 2007, provided that this Protocol enters into force 

before December 31, 2007. 
22

3. This Protocol shall remain in force for so long as the Convention shall remain 

in force. 

IN WITNESS WHEREOF the undersigned, duly authorized thereto by their respective 

Governments, have signed this Protocol. 

DONE in duplicate at Helsinki on the thirty first day of May, 2006, in the English and 

Finnish languages, both texts being equally authentic. 

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF 

UNITED STATES OF AMERICA: THE REPUBLIC OF FINLAND: