Procuration is an authorisation which grants the representative of the undertaking (procurator) the right to represent the undertaking in concluding all transactions related to economic activities. The procurator may transfer or encumber an immovable of the undertaking only if the undertaking grants this right to him or her in the procuration, and this is noted in the commercial register. Procuration may only be granted to a natural person. (see section 16 and the following in CC)
The examples are given of resolutions, which can be used to remove the procurator and to elect new procurator(s).
For both, three different kind of examples are given, as the shareholders’ resolutions can be adopted:
- at the (physical) meeting of shareholders (CC sections 170-1721)
- by voting in (a format which can be reproduced in) writing (the procedural rules that are foreseen in subsections 1-4 of section 173 of CC must be followed)
- by unanimous written decision (subsections 6 and 7 of section 173 of CC)
Removing the procurator:
Resolution of the meeting of shareholders
Record of voting (without convening a meeting)
Resolution of the shareholder(s) (unanimous)
Electing new procurator(s):
Resolution of the meeting of shareholders
Record of voting (without convening a meeting)
Resolution of the shareholder(s) (unanimous)
If the company has a supervisory board, the relevant decisions are within their competence.
The use of the templates is not mandatory. The templates are suggestive only and have been prepared in order to simplify the generation and submission of additional documents. The templates may need to be changed according to the actual circumstances. Templates must be filled in in Estonian. Centre of Registers and Information Systems is not responsible for the templates to be correct, complete and up-to-date.
For consultations and preparation of legally correct documents, please contact notaries or legal counsel.