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For entering a company in the Commercial Register, the founders must draft a Memorandum of Association, the founders shall also approve the Articles of Association of the private limited company as an annex to the Memorandum of Association. The Memorandum of Association and the Articles of Association approved thereby shall be notarised and signed by all founders. A representative of a founder may sign the Memorandum of Association and the Articles of Association approved thereby if the authorisation document granted to the representative is notarised. If the private limited company has one founder, the Memorandum of Association shall be substituted by a notarised foundation resolution signed by the founder.
The Memorandum of Association must include the following information:
- the business name, seat and address of the private limited company being founded;
- the names and residences or seats of the founders;
- the proposed amount of share capital;
- the nominal value and number of shares, and their division among the founders;
- the amount to be paid for shares and the procedure, time and place of payment;
- if a share is paid for by a non-monetary contribution, the item of the non-monetary contribution and its valuation method;
- information on the members of the management board and, if a supervisory board is formed, on its members;
- information on procurators or auditors, if appointed;
- the projected costs of foundation and the procedure for payment thereof.
The Articles of Association of a private limited company shall set out:
- the business name and seat of the private limited company;
- the amount of share capital which may be specified as a specific amount or as a minimum and maximum capital such, that the minimum capital shall be at least one-quarter of the maximum capital;
- the procedure for payment for shares;
- the specific rights attaching to a share, or of a shareholder;
- if a share is paid for by a non-monetary contribution, the valuation method of the non-monetary contribution;
- the amount of reserve capital;
- if there is a management board and supervisory board, the number of members thereof. It may be expressed as a specific number or a maximum and minimum number.If necessary, also the specifications for the right of representation of the members of the management board;
- other obligatory terms and conditions provided by law.
Entry in Commercial Register
In order to enter a private limited company in the commercial register, the management board shall submit a petition to the commercial register. The following documents should be enclosed with the application:
- the Memorandum of Association;
- the Articles of Association;
- a bank notice concerning the payment of share capital;
- upon payment by a non-monetary contribution, the agreement concerning the transfer of the contribution to the private (public) limited company, documents certifying the value of the contribution and an opinion on the valuation of the non-monetary contribution signed by the auditor;
- the names, personal identification codes and residences of the members of the management board, the supervisory board, and the auditors;
- information on the planned principal activity;
- specimen signatures of the members of the management board;
- telecommunication numbers (telephone, fax, etc.);
- other documents provided by law.
The following information shall be entered in the commercial register:
- the business name of the private limited company;
- the seat and address of the private limited company;
- the amount of share capital;
- the date of conclusion of the memorandum of association;
- the names and personal identification codes of the members of the management board;
- the members of the management board entitled to represent the private limited company differently than provided for in subsection 181 (1) of the Commercial Code;
- the beginning and end of the financial year of the private limited company;
- other information provided by law.
Documents may be sent with a notary, by post or by electronic means through http://ekanded.eer.ee (Digital signatures can be given only with the ID-card or Mobile-ID). All documents must be submitted to the Commercial Register in Estonian or with an appended notarised translation. An application for entry shall be reviewed within five working days after receipt of the application.
Additional information
Estonian Commercial Code: http://www.legaltext.ee/et/andmebaas/tekst.asp?loc=text&dok=X0001K17&keel=en&pg=1&ptyyp=RT&tyyp=X&query=%E4riseadustik
Centre of Registers and Information Systems: http://www.rik.ee/33167
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