A private limited company must have an auditor when the company surpasses certain threshold values (in terms of turnover, number of employees and asset value – Auditors Activities Act sections 91-92) or if prescribed by the Articles of Association. The shareholders also have to determine the procedures for remuneration of the auditor.
The examples are given of resolutions, which can be used to remove the auditor and to elect new auditor(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 an auditor:
Resolution of the meeting of shareholders
Record of voting (without convening a meeting)
Resolution of the shareholder(s) (unanimous)
Electing an auditor:
Resolution of the meeting of shareholders
Record of voting (without convening a meeting)
Resolution of the shareholder(s) (unanimous)
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.