General Meeting Minutes for Business Registry amendments in Estonia

Shareholders' decision in the form of General Meeting Minutes is necessary for almost all changes to the company's registry.

Without shareholders’ decision, board members are allowed to file the following changes:

1. - Address (within the current municipality)

2. - Contact information (email, phone, etc.)

3. - Ultimate beneficial owners

4. - Shareholders, if the company's share capital is at least 10,000 EUR and the articles of association permit simplified share transfers.

General requirements for signing the General Meeting Minutes

Minutes must, as a rule, be signed digitally. This makes it easy to handle and attach to the application for registry amendments.

If the current board member signs the application to the registry, the minutes can be signed physically as well. In that case, the original document must be sent physically to the Business Registry.

If the previous options cannot be used, the general meeting minutes must be signed by the notary's office. The notary must certify the identity of the people who signed the minutes.

An alternative is to issue a Power of Attorney (PoA) to somebody who can sign digitally. However, in that case, all related PoAs must be attached to the registry amendments application. All documents sent to the Business Registry must be translated into Estonian.

There are several ways to reach for valid sharehors decision

1. Decision with full consensus - All shareholders sign the decision

   This is the most common way if the number of shareholders is “reasonable”. If this is possible, no other formalities need to be followed.

   Once all shareholders have signed, the board member can prepare, sign, and submit the application to the Business Registry to file the amendments.

2. Voting about the proposal of the decision

   In case the number of shareholders is bigger or if somebody does not vote/sign or is aginst the decision more formalities need to be followed

   The decision proposal is sent to the shareholders, who have a specific time period, usually a week or two, to clearly indicate whether they are voting for or against the decision.

   Based on their responses, one of the board members will create and sign the General Meeting Minutes.

   Proof of the voting results must be added to the minutes when they are presented to the Business Registry.

3. Invitation to General Meeting

   text here

4. Issuing POA for voting on behalf of