In this tutorial, we will show you step-by-step how you can appoint a new board member to your company at 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. Select the company.
Select the company where you want to make the change entry.
Step 3. Alter the petition
Find an option and click on “Start the petition for an entry regarding alteration”.
Step 4. Persons in the entry
Choose “Persons in the entry” section and click on “Alter the persons in the entry”.
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. Submit the data of the new board member
On the opened screen enter the name, surname, and e-Resident code of the new member of the board of directors, and click on “Submit my data”. On the opened section select the country of residence of the new director and specify the address, postal code, and email.
Step 7. Save and continue the process
Click on “Back to entering the data of the application” and scroll down to the “Additional documents to be submitted with the entry petition”.
Step 8. Add the shareholder decision / resolution
Click on “Add document” and select “Resolution of the body” 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 9. Upload and return to application
Go back to entering the data in the application. You can check the application by clicking on “Check the details of the entry petition”.
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 10. Confirm the petition
See the summary of changes and if everything is correct, click on “Confirm the petition”.
Step 11. Sign the petition
To sign the petition, click “Sign”, enter your PIN 2 and finally click on “Confirm the signatures”.
Step 12. State fee payment
Pay the state fee of 18 € for the amendment of the entry. Click on “Payment of the state fee in a bank office or the internet bank”, and choose “View details for making a payment”. A screen with the payment information will pop-up. Make the payment on your online bank website. Go back to this page, close the pop-up, and click on “Confirm Payment”.
Step 13. 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 fulfill 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 at [email protected]