This article will explain how to:
- appoint or remove a management board member;
- add a shareholder;
- access your company, which was registered before you became an e-resident, online
Appointing or removing a management board member
Appointing and removing management board members is regulated by the Commercial Code § 184. In general, selecting and removing board members is done by the shareholders' decision.
For this, the existing management board member will need to file a petition to the Company Registration portal. The petition and accompanying documents must be digitally signed by all related persons (new management board members and shareholders). For most e-residents, the shareholder and the existing management board member are the same person and the petition and accompanying documentation is very simple.
To the petition, you will need to add minutes of the general meeting or the decision of shareholders. RIK has uploaded some templates with English translations to make this process easier for you.
A state fee for amendment of the entry in the amount of 25 euros needs to be paid.
All documents must be signed digitally by all the participants when electing a new management board member. When removing a management board member, the portal gives an option for the person removed to sign the document, but his or her signature is not compulsory, and the petition may be submitted without it.
Adding a shareholder
Essentially adding a shareholder means that a shareholder is either transferring (part of) the shares or shareholders will decide to increase the share capital of the company.
These activities can be done online through remote authentication or at a notary office. Remote authentication enables the conduct of notarial acts via a video bridge created between the notary and the customer. Such authentication is equivalent to authentication at a notary’s office. Remote authentication is an opportunity, not an obligation. It is up to the notary to decide, whether a specific transaction can be carried out by using remote authentication. Subject to agreement with a notary, transactions using remote authentication can be carried out either at a place suited for the customer (e.g. at home) or at an Estonian embassy. In order to conduct an act by using remote authentication and be given the relevant advice, one should first contact a notary’s office. More information about remote authentication is available here.
When adding a shareholder, you will need to consider that
- each new shareholder increases your company's minimum share capital contribution by €0.01.
- with shares come the responsibilities and rights of company owners;
- often, when shares are divided 50-50, the company is not sustainable, as it does require consensus from the shareholders;
- if you already have multiple shareholders and you wish to add shareholders by increasing the share capital, 2/3 of the shareholders must agree to it;
- current shareholders have the pre-emptive right of subscription for the shares;
- by adding or changing shareholders, you may also need to make changes to the articles of association and a state fee of 25 euros would apply for amendment of the entry.
Transactions with shares are regulated by the Commercial code, starting from § 148.
Legislation changes that came into force on 1 August 2020 allow shares to be transferred to a new shareholder at the responsibility of the parties involved in the company’s articles of association approve this. This clause can only be added to the articles of association if it is unanimously agreed by all existing shareholders. Please note that this option is only available for companies that have a fully paid share capital of at least €10,000.
Connecting your e-Residency status with your former status as a non-resident
If you already had a company registered in Estonia prior to becoming an e-resident, you will need to add your Estonian personal code to Company Registration Portal in order to have access to your company data using the e-Residency digital ID card.
This change does not require any additional fee and you can do it online. Company Registration Portal has instructions for this in their Help centre.