Appointing or removing a member of the management board of an Estonian Osahüing

Documentation & Support Collaboration
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TL; dr

Like everywhere, Estonian company law dictates that the shareholders of a company appoint the members of the management board. In Estonia, this can be done with a fully digital process. This has two components:

  • A digitally signed shareholder decision document.
  • A petition to record the decision into the company’s official record. This is entered on the e-Business Register portal, and approved (or not) by a court.

Shareholders decision

The shareholder decision document must ID the shareholders, and indicate how the vote went. One of the shareholders acts as secretary. We use this template (restricted access).

Once this document is complete, it must be signed digitally. The only forms of digital signature accepted by Estonian courts are those of their own governments. SignRequest and similar are rejected by the courts. So:

  1. Shareholder 1 downloads the shareholders decision document as a PDF file.
  2. Shareholder 1 uses DigiDoc4 to sign it digitally. This requires a valid Estonian e-ID card, and PIN2. This creates a file in the .asice format used by the Estonian government. It is essentially a folder, containing the original PDF and a signing log.
  3. Shareholder 1 sends the .asice file to shareholder 2, that signs digitally and sends it to shareholder 3, and so on until you run out of shareholders.

Petition

  1. When everyone has signed, one of the shareholders submits the petition on the e-Business Register’s portal. This also requires a valid Estonian e-ID card and PIN2. If you are removing someone from the board, that someone should not be the one sending in the petition.