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Executive Board

The Executive Board is part of an organizational structure which includes at least 1 governing body in the Company, the potential additional governing body being the Supervisory Board (“SB”). The one-tier management system is allowed only in the Private Limited Liability Company (in Estonian: “Osaühing” or “OÜ”) (“Private LLC”).

Division of Duties: The EB is responsible for the “daily” management of the Company. Each EB member has the right to represent the Company in all legal transactions, unless the Articles of Association (“AoA”) stipulates that all or some of the EB members may represent the Company jointly. Such restriction is valid vis-à-vis third persons only if it is entered in the Commercial Register.

[...]

Composition: The EB consists of at least 1 member, whereas the total number of members is not limited. The EB may consist of only natural persons and may not include any SB members. In case there are more than 2 EB members, the EB shall elect a Chairman from among themselves, who shall be responsible for organizing the activities of the EB. The AoA may prescribe that the Chairman of the EB shall be appointed by the SB.

Appointment/Dismissal Competence: EB members are appointed and recalled by the General Meeting (“GM”) or the SB (if a SB is established). The candidates who received most votes are deemed to be elected. Recalling is determined by a simple majority vote. EB members may be appointed for a term of up to 3 years and reappointed for an unlimited number of times (but not before the final year of the term of office of the EB member). The AoA may prescribe that the EB members may be appointed for a term of up to 5 years or for an unlimited term in case of a Private LLC.

Alternates: No alternates are allowed. With good reason, the Court may appoint a substitute EB member to replace a withdrawn or deceased EB member at the request of the SB, a Shareholder or an interested party until a new EB member is elected. Good reason is deemed apparent if the management of the Company is impeded by the absence of the EB member.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Estonia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Ellex Raidla before actually changing any board members in Estonia.

Appointment (if a Supervisory Board is established)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening Notice.

No.

At least 1 business day prior to the SB Meeting (unless the AoA prescribes a longer period).

No.

No.

Yes, but only if (i) voting is to take place without a physical meeting to a Record of Voting or (ii) a SB Resolution is to be adopted unanimously without voting (cf. Step 2).
2

SB Meeting.

Minutes of SB Meeting.

Yes, to be signed by participating SB Members and the Secretary of the SB Meeting.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, (i) voting may take place without a physical meeting to a Record of Voting or (ii) a SB Resolution may be adopted without voting if adopted unanimously and signed by all SB members.

The authorities of the EB members shall become effective as of the date of the appointment, regardless of the filings with the Commercial Register (cf. Step 3).
3

Filing with the Estonian Commercial Register.

(i) Consent of the new EB member;

(ii) Application of the Chairman of the SB;

(iii) proof of payment of the state fee;

(iv) Either: (a) Minutes of the SB Meeting; (b) Record of Voting; or (c) SB Resolution.

Yes, consent to be signed by the new EB member and application to be signed by the Chairman of the SB.

Record of Voting (if applicable) to be signed by the Chairman of the SB and SB Resolution (if applicable) to be signed by all SB members.

No specific deadline applies.

Yes.

Yes, notarized or digital signatures are required for the application.

No.

All documents, which may be signed digitally can be submitted online.
1
Step 1
0-1 day*
2
Step 2
0 days
3
Step 3
No specific requirements

0-1 day**

*Less than 1 day only possible if Step 1 is waived.

**Notarization may take additional time.
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Appointment (if no Supervisory Board is established)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

(i) Convening notice;

(ii) Draft Resolutions.

No.

At least 1 week prior to the GM (unless the AoA prescribes a longer period).

No.

No.

Yes, but only if (i) voting is to take place without a physical meeting to a Record of Voting (only allowed in Private LLCs) or (ii) a Shareholders’ Resolution is to be adopted unanimously without voting (cf. Step 2).

Notice to be sent to all Shareholders, who are registered in the Shareholders Register. If a Public LLC has more than 50 Shareholders, no personal notices are to be sent, however a notice shall be published in a national daily newspaper.
2

GM.

(i) Minutes of the GM;

(ii) List of participating Shareholders.

Yes, Minutes of the GM and list to be signed by the Chairman and the Secretary of the GM.

List to be signed by the participating Shareholders (or their representatives).

At the date stipulated in the convening notice, (unless waived, cf. Step 1).

Yes.

No.

Yes, (i) voting may take place without a physical meeting to a Record of Voting (only allowed in Private LLCs) or (ii) a Shareholders’ Resolution may be adopted without voting if adopted unanimously and signed by all Shareholders.

The authorities of the EB members become effective as of the date of the appointment, regardless of the filings with the Commercial Register (cf. Step 3).
3

Filing with the Estonian Commercial Register.

(i) Consent of the new EB Member;

(ii) Application of an EB Member;

(iii) proof of payment of the state fee;

(iv) Either: (a) Minutes of the GM and list of participating Shareholders; (b) Record of Voting; or (c) Shareholders’ Resolution (cf. Step 2).

Yes, consent to be signed by the new EB member.

Application to be signed by the new EB and either an existing EB member or a Shareholder.

Record of Voting (if applicable) to be signed by an EB member or a Shareholder and Shareholders’ Resolution (if applicable) to be signed by all Shareholders.

No specific deadline applies.

Yes.

Yes, notarized or digital signatures are required for the Record of Voting (if applicable), the Shareholders’ Resolution (if applicable) and the application.

No.

All documents, which may be signed digitally can be submitted online.
1
Step 1
0-1 week*
2
Step 2
0 days
3
Step 3
No specific requirements

0-1 week**

*Less than 1 week only possible if Step 1 is waived.

**Notarization may take additional time.
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Dismissal (if a Supervisory Board is established)
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening Notice.

No.

At least 1 business day prior to the SB Meeting (unless the AoA prescribes a longer period).

No.

No.

Yes, but only if (i) voting is to take place without a physical meeting to a Record of Voting or (ii) a SB Resolution is to be adopted unanimously without voting (cf. Step 2).
2

SB Meeting.

Minutes of SB Meeting.

Yes, to be signed by participating SB Members and the Secretary of the SB Meeting.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, (i) voting may take place without a physical meeting to a Record of Voting or (ii) a SB Resolution may be adopted without voting if adopted unanimously and signed by all SB members.

The authorities of the EB members terminate as of the date of the dismissal, regardless of the filings with the Commercial Register (cf. Step 3).
3

Filing with the Estonian Commercial Register.

(i) Application of the Chairman of the SB;

(ii) proof of payment of the state fee;

(iii) Either: (a) Minutes of the SB Meeting; (b) Record of Voting; (c) SB Resolution.

Yes, application to be signed by the Chairman of the SB.

Record of Voting (if applicable) to be signed by the Chairman of the SB and SB Resolution (if applicable) to be signed by all SB members.

No specific deadline applies.

Yes.

Yes, notarized or digital signatures are required for the application.

No.

All documents, which may be signed digitally can be submitted online.
1
Step 1
0-1 day*
2
Step 2
0 days
3
Step 3
No specific requirements

0-1 day**

*Less than 1 day only possible if Step 1 is waived.

**Notarization may take additional time.
Download/print Checklist Fee quote
Dismissal (if no Supervisory Board is established)
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

(i) Convening notice;

(ii) Draft Resolutions.

No.

At least 1 week prior to the GM (unless the AoA prescribes a longer period).

No.

No.

Yes, but only if (i) voting is to take place without a physical meeting to a Record of Voting (only allowed in Private LLCs) or (ii) a Shareholders’ Resolution is to be adopted unanimously without voting (cf. Step 2).

Notice to be sent to all Shareholders, who are registered in the Shareholders Register. If a Public LLC has more than 50 Shareholders, no personal notices are to be sent, however a notice shall be published in a national daily newspaper.
2

GM.

(i) Minutes of the GM;

(ii) List of participating Shareholders.

Yes, Minutes of the GM and list to be signed by the Chairman and the Secretary of the GM.

List to be signed by the participating Shareholders (or their representatives).

At the date stipulated in the convening notice, (unless waived, cf. Step 1).

Yes.

No.

Yes, (i) voting may take place without a physical meeting to a Record of Voting (only allowed in Private LLCs) or (ii) a Shareholders Resolution may be adopted without voting if adopted unanimously and signed by all Shareholders.

The authorities of the EB members terminate as of the date of the dismissal, regardless of the filings with the Commercial Register (cf. Step 3).
3

Filing with the Estonian Commercial Register.

(i) Application of an EB Member;

(ii) proof of payment of the state fee;

(iii) Either: (a) Minutes of the GM and list of participating Shareholders; (b) Record of Voting; or (c) Shareholders’ Resolution (cf. Step 2).

Yes, application to be signed by an EB member.

Record of Voting (if applicable) to be signed by an EB member or a Shareholder and Shareholders Resolution (if applicable) to be signed by all Shareholders.

No specific deadline applies.

Yes.

Yes, notarized or digital signatures are required for the application.

No.

All documents, which may be signed digitally can be submitted online.
1
Step 1
0-1 week*
2
Step 2
0 days
3
Step 3
No specific requirements

0-1 week**

*Less than 1 week only possible if Step 1 is waived.

**Notarization may take additional time.
Download/print Checklist Fee quote
Fee quote

Ellex Raidla has provided all input about changing board members in Estonia. Ellex Raidla is a leading [...] and the highest ranked law firm in Estonia, established in 1993. Ellex Raidla is one of the few firms in Estonia that is endorsed in Band 1/Tier 1 category by all the major law firm directories and the only firm that is endorsed in Band 1 by Chambers Europe in both areas – disputes and transactions. Ellex Raidla belongs to a circle of strongest law firms of the Baltics – Ellex.

For more information about Ellex Raidla and changing board members in Estonia, please use the below contacts:

TEL: +372 6407 170
EMAIL: sven.papp@ellex.ee
WEB: www.ellex.ee/en