Re-organisation of Jolla company

Yes. As a shareholder you own part of a company. I do not know what percentage shareholding Rostelcom held, or whether they were voting or non-voting shares. The type of shares will determine the shareholder’s influence - if they were ordinary (voting) shares then the shareholder has influence and power within the company to determine what happens, if they were non-voting the shares are basically just an investment.

Yes. But probably not as much of an asset as you might think. I believe a great deal of SFOS is open source, so will effectively have no monetary value as a company asset. Only the proprietary bits will have a value. I suspect that some value will also be assigned to SFOS and App Support as ‘packaged products ready for sale’ but have no idea how much. Again I do not know what proportion of both SFOS and App Support is proprietary and what is open source.

Yes, they are entitled to the ‘winnings’(i.e. profits), but (a) only if there are some, and (b) only if the board of the company decides to pay those winnings to the shareholders as dividends. Often companies do not pay dividends in any particular financial year for all sorts of quite legitimate reasons. Such reasons might be that they want to re-invest the profits in the company to finance expansion, or a new project, or they may want to strengthen their balance sheet (i.e. build up cash reserves) as a hedge against an expected downturn in business or for something else.

No, there weren’t any ‘winnings’. Jolla Oy had entered a court administered restructuring due to bankruptcy. In other words the company was no longer what is known as a going concern. Every financial year a company has to legally declare that, for the next 12 months, as far as it can reasonably see, its assets will cover its liabilities. In other words at the end of that financial year if it ‘cashed up’ everything it could it pay its creditors in full. If it can’t make that determination then it is deemed insolvent (bankrupt). Jolla Oy said that it made a turnover of 5 million in the last financial year, which is completely different to a profit (your ‘winnings’) of 5 million. Turnover is basically revenue (income) coming in to the company without looking at how much cost it took to earn that 5 million. If it cost them, say, 6 million in costs to earn that 5 million in revenue then they’ve actually made no profit at all, but a loss of 1 million. If Jolla were still making a profit then they wouldn’t be bankrupt. Company board directors have what is known as a ‘fiduciary duty’ to their shareholders - and in part this is to keep the company a going concern for as long as possible by exploring all options to keep it that way. Partly this duty exists because keeping a company going is almost always better for its creditors (to ensure they have the best chance of being repayed what they are owed in full). And by creditors, we don’t mean shareholders. Creditors are people who are owed money from the company - so things like rent on office space, banks who have loaned money to the company, employees who need to be paid their salary, contractors who have current contracts to deliver services to the company (consultancy, cleaning, printing, advertising, legal, web hosting, etc).

Yes, if the shareholders have voting (ordinary) shares as explained above. They can vote in the proportion of shares that they hold. This may be a majority shareholding, in which case they have a great deal of power, or a minority shareholding, which is more about influence than power.

Neither do I. Directors are appointed and removed from company boards according to whatever processes, and according to whatever rules, are set out in the company’s Articles of Incorporation. This is a formal document which is drafted and agreed when a company is originally set up (its ‘constitution’ if you like) and which it must legally operate within the boundaries of. There could be many ways of removing a director from a company board - voting off by a majority number of directors, voting off by a majority vote of shareholders, disqualification to serve because that director has acted in a way materially detrimental to the company, disqualification to serve because the director has been convicted of a relevant criminal offence (e.g. fraud) and so on. However directors are removed there must be a legal, formal and legitimate process behind the removal - they can’t just be thrown off the board because, for example, nobody likes them any more.

As I posted above, nobody has stolen anything here. A proper legal process has been executed and overseen by the Finninsh court according to Finnish insolvency law. There is no sleight of hand or trick here. This is not a case of Jolla Oy simply deciding themselves that a good way of removing Rostelcom from their ownership would be to just ‘change companies and lose Rostelcom along the way’ If Jolla Oy was making a profit, and therefore solvent, they couldn’t do this. As I said above, the company directors have a duty to look at all possible ways of keeping the company going as long as they possibly can - and I suspect this is the reason that the uncertainty around Jolla Oy’s viability has lasted so long. When, after exploring all options, this is no longer possible and they are deemed insolvent (no longer a going concern) then they can enter a court administered bankruptcy process. At this point the company directors effectively lose control of what now happens and the court decides according to Finnish insolvency law.

What’s likely to have happened, in very simple terms, is as follows:

  1. The court will bring in an independent insolvency expert who will help them value the assets of the company. This will look at tangible assets (SFOS and App Support proprietary code, any property they own, coffee machines, intellectual property, patented or copyrighted designs, … whatever) and intangible assets like the Sailfish and Jolla brand value (known as ‘goodwill’). Companies like Apple, etc probably have brand values of billions because they have global reach, are household names, etc. Jolla, with a customer base probably only in the 10,000’s and not well known outside its enthusiast base, will only have a very small brand value.

  2. The court will then oversee the sale of those assets. Generally they will want to get the highest price possible for them so that the insolvent company’s creditors (not shareholders as described above) get as much money back towards what they are owed. Obviously this won’t be 100% (if it was the company wouldn’t be bankrupt), but as much as possible. However the court will temper this objective with other considerations - so they’ll mandate the sale of the assets to whomever meets those objectives and other considerations. Other considerations could be things like protecting the failed company’s employees’ jobs (which is why ‘management buyouts’ are often chosen), or ensuring that a customer base wouldn’t be left with a paid for product or service that would no longer work, or not selling to a foreign company deemed hostile to Finland’s interests, or to protect the national interest, or whatever. I have no idea what particular considerations the Finnish court will have used in Jolla’s case, but whatever considerations they did use will have been legitimate and according to law.

  3. Once all of the above has been successfully completed, the Jolla Oy company will be dissolved and removed from the national register of companies. And that’s it.

So, to answer your last specific question, (a) nothing has been stolen, and (b) there isn’t really any other name for what has happened that I know of over and above what I have said above.

Maybe a way to think of this, from the point of view of a shareholder losing their financial investment in Jolla Oy through the bankruptcy process, is as follows:

When you go to a casino to play roulette your hope is that by placing a bet (investment) you’ll get a much bigger win back. So you put your money on Red, because you think that is a winner and the odds look good. But if the wheel spins and the ball lands on Black you’ll have no winnings and, even worse, you’ll lose your bet as well (i.e. your original investment). You’re not going to then turn around and accuse the casino of stealing your money or your property are you?

By placing a bet (investment) you bought yourself a stake in the game. You wanted to win big, but you also knew that you could lose. It was a risk you decided to take. Whilst investing in a company by buying shares can be a little more scientific and less open to pure chance, the principle is the same - you invest in a company in the hopes of a return, but you also know that there is a risk that you will lose your investment if things go badly. This is exactly what has happened with Jolla.


Insolvency proceedings?

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Very thorough and illustrative text, thank you! Just one small refinement: the process was not “konkurssi” ≈ bankruptcy proceedings, but an “yrityssaneeraus” ≈ debt restructuring; the latter one implies that the company has not yet gone insolvent, but probably will unless major measures are taken, and the creditors agree to this assessment.
I’m not quite sure what’s the practical difference, but I figure it hints that the sale of (all?) the business operations generates enough income for Jolla Oy to cover its debts (at least in extent that the creditors deem to be the best available for them). I believe the company can remain existant afterwards, (this, however, probably doesn’t make much difference if all the business operations have been sold during the restructuring.)


Thanks for the clarification! As I prefixed my post further up, my expertise is in English Law, not Finnish Law - and whilst they are very similar in principle, there was always going to be some detailed differences of which I was not aware. You have now filled in the relevant gaps for me. From your post I would guess the difference between the two processes is simply a matter of timing as you say.


looks more like what is known as a voluntary bankruptcy arrangement under English Law - effectively where the company (debtor) can still be technically solvent at the present time, but already knows that it will not be able to pay its debts as they become due. So they choose to enter bankruptcy and agree with their creditors what can be paid to them and when. The money raised to pay off the debts includes the sale of the assets.

I think it is likely to have been the latter - i.e. the best deal the creditors could have achieved, but not 100% of what they were owed. Otherwise Jollyboys Oy would have had to have raised a much larger amount of money to pay for Jolla’s assets sufficient for the sale of those assets to pay 100% of the Jolla Oy’s debt. And seeing that the management of Jolla Oy and Jollyboys Oy are basically the same people, if they could have raised that much money they probably would have been obliged to invest it in Jolla Oy to pay its debts and keep it going.

Tweet thread from Antti Saarnio, a couple of hours ago:

Jolla 2.0 - I am confirming news that Jolla’s ownership challenge has been finally resolved and we are at full speed sailing Jolla toward new exciting challenges. Strategy work together with our community starts now.
On 27.11, we, together with Jolla’s former management, purchased Jolla’s business, IP, and software assets from Jolla Oy. The new entity will continue Jolla’s work to build an open, private, and innovative mobile ecosystem.
The purchase was carried out as part of Jolla’s restructuring plan. On November 24, 2023, the Pirkanmaa District Court (Finland) decided on the restructuring program and obligated a complete sale of the business to a company established by Jolla’s former management.
The automotive business part of Jolla will be structured into a separate subsidiary entity and will operate its business under the Seafarix brand.
Automotive business has its own very big potential, and its clients need a dedicated team to serve their needs.
Personally, I am excited about the new possibilities the new disrupting technologies will open for Jolla,
as mobile applications are moving into the web and personalized AI agents will soon be in every personal device, at the same time taking us to completely unknown territory when it comes to privacy risks.
I am convinced that now more than ever, the world needs an open, privacy-first mobile platform.
Happy to be back.


Translated by Google Translate:

“Together with the Jolla community, we are going to develop and take Sailfish OS into the AI ​​era. The new company has already agreed on more than EUR 10 million in funding for the implementation of the new strategy,” continues Saarnio.

Ok, but the lack of evidence I wrote about it was about willingness of having a business plan and someone that provide funds to cover it. The bold verbs in the translation might lead us thinking that everything is done but in a business announcement, that words sound a little different.

We wish to go with AI - but Jolla Oy has no any experience about that technology - together with who? The community? We know that the SailFish OS community is just a fan-club. Even if someone that was here developed something - it is light years far from the AI technology.

The second part is about “already agreed”. I have no doubts that they have already agreed to receive money but this does not mean that who spoke about money is going to give such money. In other words: who is receiving a promise of €10 million is going to agree about many things…

If they had received the money, the terms would be had different. What they did - probably - it is about buying some assets that they consider valuable key-assets into others company. I do not know their automotive business but the most valuable asset, I would guess it is the customers portfolio. About SFOS, I would guess that it is the Alien Dalvik technology/licensing and the UI source code.

Are Alien Dalvik technology and UI source code absolutely valuable? Nope. There are alternatives about running Android apps on GNU/Linux system and Alien Dalvik is not in the top of the list nor it has the chance to reach it even after a reasonable kind of development plus the SFOS app framework is broken by design and cannot scale up in any way. The UI source code even lesser because open-source alternatives exists.

Hence, Alien Dalvik and UI source code is just assets valuable to being able to claim that SailFish OS is something central in that strategy “bringing AI into smartphone market”.

Google? Microsoft? Apple? Amazon? Are they sleeping on that topic? I do not think so.

So, what is that “unicum” that can attract €10 million here for entering in a market already populated by giants? Something innovative? But innovation is not about SFOS, is about having a peculiar vision of that market and the tech skills to transform the vision in a plan, a plan in actions, actions in long-term sustainable projects, and marketing.

Again, nothing we have seen in Jolla or SFOS in the last decade. Or, we might have seen it, in this forum, recently

but, in that schema of actions, the SFOS is not central but a gym. Moreover, it is a corner case among various options, not even the top but just the first. We start hard to prove we can wrestle the hard as well but not necessarily we wish go into an extremely competitive market with such a choice.

Well, this is just show or noise - depending the PoV.

By my side, in these months I have contacted two global companies one deeply involved in AI but with a different technology and another one deeply involved in Android-like smartphones market. One has the technology to train AIs the other one has the technology to run that AIs on smartphones.

The high-level management of one company professionally know me. In the other company, they did not but an executive business presentation introduced by less than 200 words, rarely get un-noticed. The reason behind this is a kind of magic. Something like a priest receiving a letter in Latin, 100 years ago. He might not be acting upon it, but he read it because it is written in Latin.


To have a glimpse about “energy form community” means, just take a look at this post:

and in particular the repository roundup section. Among the contributions there are also a README text file translated into markdown format and its content updated. A change overlooked since Sept. 25th, 2013.

Then being back to “Together with the Jolla community […] take Sailfish OS into the AI ​​era” claim.

I am NOT proud of being listed in such repository roundup section but insulted: a suggestion about converting and updating a README file can be considered a contribution? Com’on!

Hmm Phones + AI . This sounds like a phone that was running SFOS 8 / 10 (?) years ago already.
We all know how that went ( I dont recall the name, there was one model made).

Please do not take this the wrong way, but when you compare stocks and investing in companies with casino and gambling you do not know what you are talking about. From the legal point of view, you might be that you are right (and I appreciate your clarifications cause they add value to the discussion), but from economic point of view it is clear you do not understand stock investments. Plus here we are not talking about a public company but a private one, where the biggest shareholder(major ? - Jolla never said how much percentage Rostelecom was owning, and here let’s not forget Boris Krasnovsky the “independent” private investor), was not given a chance to defend. Still you didn’t explain how could Rostelecom pay the debts? Tell us the mechanism how they could have bring money to help Jolla to pay the debts (keep in mind that Russia was decoupled from international payments). Just a simple question. So, please tell us how could the russians defend their position? How could have they paid the debts? Cause to me, it looks like you are avoiding the question as @jameson did.

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Or - in this specific case - s/he knows in very such details what s/he saying and s/he trying to tell you… :wink:

Indeed, you got listed in some repository, am I wrong?
Anyway, you’re pretty controversial, still I don’t figure it out if you like SFOS or just hate it ahhaha
ah… ciao! Sono italiano pure io

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I do not hate or love tools! :rofl:

Simply, SFOS is not viable in any sense.
Obviously, I was not aware of it when I have arrived here.
After, I was interested in the “particular” social dynamics in this forum.

The show is the show, after all.

I’m really wondering if Robang74 is real or just a creation of AI to fool us :slight_smile: Sometimes I very much like his comments but sometimes I don’t.

About Jolla’s reconstruction, it perfectly makes sense and time is now to compete with other privacy focusing mobile OS’s and focusing on SFOS plus the great UX. I just asked ChatGPT and at first it missed to mention SFOS but at a second trial, it was able to list it, screenshot attached.


I confirm, if you insist asking usually the chatbot gives you the answer you like to receive. Unfortunately, the answer extracted torturing the chatbot has no value (we may argue that others answers are valuable or not, anyway), and it is biased by confirmation search-by instead of the correct confutation search-by.

Under this point of view, I act like a chatbot… :face_with_hand_over_mouth:

If a text writing machine is able to fool you, then you are the “problem” not the machine. :wink:

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The only real differences between a public and a private company are (a) that for a public company the shares are publicly traded on an exchange, so are more subject to market fluctuations and influences, whereas for a private company they are not, (b) the statutory company reporting requirements are different (more onerous) for a public company than they are for a private company, and (c) its almost impossible to value a private company properly without privileged access to inside information, whereas for a public company such a valuation is much easier to achieve (e.g. via the share price).

Whether a company is public or private, if it is a limited liability company which is limited by shares (as opposed to limited by guarantee) then the process of investing by buying shares and the future payment of dividends against those shares is the same, so it makes no difference. The risk to your investment could be greater in a publicly traded company for the reasons stated above, but so could the rewards also. So, although my analogy of taking a risk by placing a bet (investment) on a colour of a roulette wheel, in the hope of a big win (a healthy dividend payment, or perhaps a healthy profit if you later sell your shares for more than you bought them) isn’t perfect, its accurate enough.

As far as I am aware Jolla Oy only revealed that Rostelcom was a minor shareholder, nothing more. However, as you say, Jolla Oy was a private company - so unless that private company chooses to tell you who the shareholders are, what they paid for those shares, how many they bought, etc, then it is none of your business, or mine. A member of the public (you, me, or anyone else on this forum) has no automatic right to know such details.

How do you know that he was not given a chance to defend his position? Do you have inside information that attests to your claim? If he was a shareholder and board director of Jolla Oy he would have had the same rights in law as any other shareholder or director of the company. If you say he lost his seat on the board then how do you know it wasn’t for one or more of the legitimate reasons stated in my last post here:

You’re implying that something underhand, or even possibly illegal, was done to get rid of this person, and you’re doing it in a public forum. If I may say so, that is a little unwise unless you have evidence to back up such a claim.

If Rostelcom was a shareholder in Jolla Oy, a limited liability company, then as a shareholder it had no liability for any of Jolla Oy’s debts as explained in my post here:

If you are asking how Rostelcom could pay off Jolla Oy’s debts, then the obvious question would be ‘Why would they want to?’ Why would you put more money in a company that’s just about to go bankrupt? That’s a bit like betting on Red at the roulette wheel when you know in advance that the ball is going to land on black. Remember, by this time they already had the rights to Sailfish and turned it into Auorora (which from the posts on this forum, seems to be far more developed than Sailfish now) and Jolla Oy is a minnow compared to the size of Rostelcom in terms of development resources - so what would they gain by pumping more money into a failing company?.

But, if they really did, one way would be for Rostelcom to buy more shares through a rights issue by Jolla Oy; another would be to enter into a contracted funding agreement with Jolla Oy. However, seeing as Jolla Oy, and most likely its creditors as well, wanted to divest themselves of part ownership by a company with close connections to the Russian state (because this relationship was preventing inward investment in Jolla Oy from other funding sources), the other majority shareholders and creditors would be unlikely to agree to such approaches. Its also possible that other considerations like sanctions, Finnish company law, etc would have prevented such actions even if Jolla Oy had wanted to pursue them.

I have no idea of the mechanics of moving funds across state borders when sanctions are in place against one of the states. Its not relevant anyway for the reasons stated above.

If you say so. As with almost all lawyers, I often get this type of reaction when I’m giving a client either news they don’t want to hear or a legal opinion which does not fit in with their pre-conceived ideas, so I am not offended in the least - only curious. Curious because it was you who asked me the questions. If you know more about the subject than I do, then why did you ask me?


Usually for private companies there is a public registry in which company shareholder composition and balances are deposit and publicly available (or after having paid a small amount of money as tax) and annually updated. Not providing such data or false data is considered a felony, or in the best cases an administrative charge. Usually means - in all the countries adhering WTO - as far as I know.

Here is intended less than 50% which can be 1% or even 49% as long as exists someone with 51% of share.

Let me put this in another way. Why someone has to put money in a company plenty of debts when there is no any valuable business opportunity? Imagine that for you SFOS is worth 10M because you are in love for it and you are rich. This would change the balance of the company but nothing about their revenues, nor their profitability and nothing about the long-term. It means that in few years, you have to push even more money, an again, again, again.

Just a small addition again

Jolla Oy was a private company - so unless that private company chooses to tell you who the shareholders are

Interestingly, the Finnish corporation law mandates that each private limited company needs to have a list of its shareholders available for public observation at the company HQ.

The Rostelecom’s current indirect share is(/was) about 32 %, as communicated by Jolla in January


Who says they have to? They might have wanted to; its called enterpreneurship and its hard, because 9 out of 10 enterpreneurships fail.
How many times have you failed so far, if you dont mind me asking?

So, quite a substantial interest, but not a controlling one. Thank you once again.

If we want an OS without backdoors, spyware and duopoly we should strongly work together with russian, chinese and even north coreans!


You know the definition of madness? Doing the same thing and expecting a different result, right?
Well, its not correct. That’s the definition of hope.
Doing the same and not expecting a different result, that is the definition of madness.
And that’s what I can see here. So I am out from this futile discussion :slight_smile:
You should too @robang74 , there is nothing to save here because nothing wants to be saved,
especially not by you. Go home. Enjoy your life. Install android.