Shareholders’ Resolutions
for Estonian Companies
Also known as Shareholders Decisions or General Meeting minutes
Overview
Formally required for registry amendments
In Estonia, most amendments to company registry information require formal approval from shareholders. These decisions must be properly documented through General Meeting Minutes or shareholders' decisions to ensure legal compliance and facilitate smooth administrative processes.
It must be drafted precisely
It is important to emphasize that shareholders' resolutions that are submitted to the business register and serve as the basis for changing registry data must be drafted with particular precision. Any even minor deficiency in a shareholders' resolution may cause problems with the business register, and the desired changes may remain unimplemented due to the deficient resolution.
Documents in Estonian
All documents submitted to the Business Register must be in Estonian or bilingual with parallel text. If the original document has been prepared in a foreign language, then it must be translated by a sworn translator before submission to the register.
Strong signatures are required
In most cases, shareholders' resolutions must be signed either digitally or have their signatures approved by a notary.
When Required
A shareholder resolution is necessary for various registry amendments, including:
Shareholder resolutions are mandatory for most registry changes, including:
Board members’ changes: Adding or removing board members
Share Capital Adjustments: Increasing or reducing the company's capital
Company name changes
Articles of Association Amendments: Modifying company governance rules
Fiscal Year Changes: Altering the company's financial year
Company Location and Address Changes: Moving to a different municipality
Shareholder Changes: Adding or removing shareholders (particularly when share capital is at least €10,000 and articles permit simplified transfers)
Starting company liquidation, splitting the company, or merging it with another company
Key Methods
1. Consensual Shareholder Decision:
This consensual decision is made by all shareholders and signed either manually or electronically. In such a case, if everyone signs the decision, there's no need to hold a classical meeting or follow the formalities of convening it. A shareholder decision signed in this manner is competent for making decisions.
2. Written Decision Without a Meeting:
This flexible option allows decisions to be made without a physical gathering. The management board circulates a draft resolution, typically via email, setting a voting deadline. Shareholder consent can be provided in writing (email or other verifiable electronic means) or, most efficiently, by all shareholders digitally signing the decision. This method significantly streamlines the process and is ideal for companies with international shareholders.
3. Classical Shareholder Meeting:
This traditional method involves a physical meeting at the company's registered address. It requires formal invitations, physical attendance (in person or by representative), a quorum, and adherence to various formalities like minute-keeping. While common, it can be complex and time-consuming, especially for geographically dispersed shareholders.
By leveraging these options, Estonian OÜs can achieve efficient, flexible, and legally compliant shareholder decision-making.
Signature Requirements
Valid shareholder resolutions require proper signatures through one of these methods:
Digital Signature: The preferred method due to convenience and full
compliance with Estonian e-signature legislationHandwritten Signature: Acceptable when the board member signs the registry application. Original documents must be physically submitted to the Business Registry
Notarized Certification: When digital signatures are not possible, a notary must verify signatory identities
Power of Attorney: Required when a representative signs on behalf of a
shareholder. The power of attorney document must accompany the resolution.