How to appoint new board members?

How to appoint new board members?

e-Residency
31 October 2022

In this tutorial, we will show you step-by-step how you can appoint a new board member to your company at the Estonian Commercial Registry.

Step 1. Log in to Company Registration Portal.

The petition must be filed by the existing management board member or the shareholder.

Step 2. Search and Select the company.

Select the company where you want to make the change entry and if you are either a board member or shareholder you will see a bottom “Change the data” on the right.

Step 3. Change the data

Find an option and click on “Change the data” again.

Step 4. Go to persons in the entry

Choose the “Persons” section and click on change, delete or add a management board member.

Step 5. Add the new member of the management board

Add the desired persons by selecting “Management Board Member” from the “Add a new person to the entry” list and click on “Add”.

Step 6. Save and continue the process

Now go to the “Documents” tab and it’s important to add a shareholders decision (Minutes of the meeting) on the election, removal or adding of the new board member.

Step 7. Add the shareholder decision/resolution

Click on “Add document” and select “Minutes of the meeting” as the type of the document and upload the signed document in .asice format. When this is done click on “Add a document”.

*Selecting and removing board members is done by the shareholders’ decision. To the petition, you will need to add minutes of the general meeting or the decision of shareholders. You can find the templates with English translation here.

Step 8. Upload and go to Confirmation of the application

If there are no errors you can proceed to the singing stage.

NB! The petition and accompanying documents must be digitally signed by all related persons (new management board members and shareholders).  You can get the instructions on how to sign documents with your e-Residency card here.

Step 9. Sign the petition

To sign the petition, click “Sign”, enter your PIN 2 and finally click on “Confirm the signatures”.

Step 10. Pay the State fee.

Pay the state fee of 25 € for the amendment of the entry. The state fees can be paid when all the needed signatures are on the petition at the next stage.State fees can be paid via card or wire transfer. If you don’t have an Estonian bank account, to ensure a quick process, pay it via card.

Step 11. Submit the changes

To send the petition to the registry click on “Send the petition to the proceeding”. Notifications about the entry application will be sent to you by e-mail. If all documents are filled out and signed correctly then usually the process can take up to 5 business days.

*Do not forget that the management board member of a private limited liability company (OÜ) is responsible for the entire company’s activities. If a management board member fails to fulfil his/her obligations through deliberate action or by gross negligence, he/she could also become personally liable.

If you’re looking for accounting and legal support in Estonia, don’t hesitate to contact us.