Changes to existing company

This article will explain how to:

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 member and shareholders). For most e-residents, the shareholder and the existing management board member is 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 translation to make this process easier for you.

State fee for amendment of the entry in the amount of 18 euros needs to be paid.

PS: 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. Neither of these activities can be done online, you will need to use the services of a notary office. The only exception is when transferring shares entered in the Estonian register of securities.

We also advise to consult with a legal advisor or a business consultant in this matter.

When adding a shareholder, you will need to consider that

  • 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 state fee of 18 euros would apply for amendment of the entry.

Transactions with shares are regulated by the Commercial code, starting from § 148.

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

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