The examples are given of resolutions, which can be used to: extend of the term of office of a member of the management board; to elect new board member(s); and to remove the board members.
If the private limited company does not have the supervisory board, the shareholders shall make the relevant decision concerning the management board members. 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)
Extending the term of office of a member of the management board:
Resolution of the meeting of shareholders
Record of voting (without convening a meeting)
Resolution of the shareholder(s) (unanimous)
Electing new board members:
Resolution of the meeting of shareholders
Record of voting (without convening a meeting)
Resolution of the shareholder(s) (unanimous)
Removing board members:
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. Three different kind of examples are given, as the supervisory board’s resolutions can be adopted:
- at the (physical) meeting of supervisory board (CC section 189 (subsection 2) ja sections 321-322)
- without calling a meeting by voting in writing or other format prescribed by the articles of association or work procedure of the supervisory board, unless the articles of association prescribe otherwise and if prescribed by the work procedure of the supervisory board, or if all of the members of the supervisory board consent to it (subsections 1-5 of section 323 of CC)
- by unanimous written decision (subsection 6 of section 323 of CC)
Extending the term of office of a member of the management board:
Resolution of the meeting of the supervisory board
Record of voting (without convening a meeting)
Resolution of the supervisory board (without convening a meeting, all members sign)
Electing new board members:
Resolution of the meeting of the supervisory board
Record of voting (without convening a meeting)
Resolution of the supervisory board (without convening a meeting, all members sign)
Removing board members:
Resolution of the meeting of the supervisory board
Record of voting (without convening a meeting)
Resolution of the supervisory board (without convening a meeting, all members sign)
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.