Adjustments in Estonian companies share and stock capital

The law insists that share and stock capital must be converted to the euro in Commercial Register. Thereby ensuring that shareholdings are retained in their current position

Smallest calculated share value is 1 EUR (1, 2, 18, 50, etc.) or its multiple and stock's smallest calculated value is 0,10 EUR (0,1, 0,9, 1,5, 25,7 etc.) or its multiple.

Share capital minimal value will be 2500 EUR. Stock capital minimal value will be 25 000 EUR.

E-commercial register calculator helps you to make a decision about changing the share and stock capital: https://ariregister.rik.ee/eurocalc_oy.py

Related to the adjustments that has to be made in share capital/ stock capital the remaining capital have to be added to the undivided profit or if capital is decreased, the missing part has to be covered with undivided profit or to make an additional contribution.

Starting from 13 July 2010 all new companies can register their capital in euros and existing companies can reregister their capital into euros.

To ease the re-registration it is allowed to increase the capital (for Ltd. it's also allowed to decrease) to the closest possible number and corresponding amendment in statute can be made with simple majority of votes. EU directive demands at least 2/3 majorities of votes in Plc to decrease share capital; this is the reason why it cannot be done with simple majority of votes.

Share / stock capital changes into euros and statute changes can be done electronically by company registration portal or by notary. This kind of changes can be done from 13 July 2010-31 December 2011 and those operations are free from state fee.

The Board of the company is responsible to take care of conversion of the share capital. In case you have questions, please turn to your Leinonen accountant.

There are several changes in Commercial Code in Estonia from the beginning of 2011. The main issues are the following:

No need to use experts for evaluation, this is done by the management. In case if share capital is at least 25 000 euros and non-monetary payment exceeds 10% of the share capital or if non-monetary payments exceeds 50% from the share capital, is necessary to use auditor.
In case if physical persons establish Plc and capital is less than 25 000 euros, with foundation agreement or sole founder can fix in establishment decision, that payment will be done later. For that long the owner is entirely responsible in front of the Plc in the range of missing payment.
Starting from this year, the conditions of dispossessing the shares can be assigned in company's statute. Before this year the only way to dispossess the shares was acceptance from at least 2/3 of the shareholders or shareholders had priority to buy the shares
While buying assets, during one year after establishing, to Plc from another shareholder and in case, if assets are worth more than 10% from capital is necessary to have a permission from other share holders. Before this period was two years.
At least half of board members had to live earlier in European Union or Switzerland. If more than half were from somewhere else, then at least one partner had to present its Estonian address to Commercial Register. Now only the foreign shareholder has to present its address and e-mail address to commercial register.
It is not necessary to have a council even if capital is 25 000 euros or more and if Plc has less than three board members. Council can be assessed with company's statute. In case if Plc has council according to statute, but they want to give up from council, then they have to change their statute.
Starting from this year, board members can be chosen indefinitely.
In case if statute does not say that all invitations and decisions must be written and shareholder can be authorized to participate on a meeting and vote via e-mail, then all invitations, authorizations and decisions can be made with e-mail.
Plc's don't need to make reserve capital. Plc's, which are established before 11 January 2011 need to remain its reserve capital or they have to make it.

24.01.11

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