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Corporate law changes in Estonia

Estonian Commercial Code (äriseadustik) was amended on the 24th of May and amendments introduce some changes to ease corporate processes.

1. Firstly the deadline for filing the annual report was postponed until the 31st of October.

2. Secondly the rules for share transactions were relaxed. The first part of selling the share which creates the obligation (in Estonian "kohustustehing") does not have to be notarized anymore. This means certain options agreements and shareholder agreements do not have to be notarized making it easier to raise funds from investors for example. The actual transfer of the ownership of the share is still a notarized transaction but from the 1st of August, companies with a shareholding of at least 10 000 euros are also exempt from that obligation.

3. From now on, a board member or a shareholder can also participate in the meetings virtually (using Zoom for example) and also vote via e-mail. The meetings can be wholly or partially virtual. The requirements for that include identifying all participants, having a secure connection, having the opportunity for everyone to be heard and for everyone to hear the others and follow the meeting.

It is also a possibility, like already before, to make decisions without a meeting at all.

Hopefully the changes will provide help and flexibility for the companies in these challenging times.

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