Budget A public limited company is a company which has share capital divided into public limited company shares. The General Meeting shall establish the work procedure of the Supervisory Board.
The list shall be signed by the chair of the meeting and the recording secretary, and by each member or his or her representative participating in the general meeting. The minutes shall be signed by the chair and recording secretary of the meeting.
A Avaldage kasumi reklaamimise strateegia opinion shall be signed by the person who presents it.
A member has the right to obtain a copy of the minutes of the general meeting or a copy of a part thereof at the expense of the association.
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Contestation of resolution of general meeting 1 Based on an action filed against an association, a court may revoke a resolution of the general meeting which is in conflict with the law or the articles of association.
The limitation period for a claim shall be three months as of adoption of the resolution. A member of the association who participated in the adoption of the resolution may demand the declaration of invalidity of a resolution only if his or her objection to the resolution has been recorded.
The business name and registered office of the Company 1.
Different actions for declaring the same resolution invalid shall be joined in one proceeding. Nullity of resolution of general meeting 1 The resolution of the general meeting of an association is void if: 1 it violates a provision of law established for the protection of the creditors of the association or due to other public interest; 2 if it is contrary to good morals; 3 the procedure for calling a general meeting which adopted the resolution was materially violated.
Adoption Krediidikaubanduse strateegia resolutions without calling general meeting If an association has more than members and most of the members are associations, the articles of association may prescribe adoption of resolutions without calling the general meeting.
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In such case, the provisions of the Commercial Code concerning the adoption of resolutions by shareholders of a private limited company without calling a meeting correspondingly apply. In the case provided for in subsections 4 Commercial Secrets Management System and 4 2 of the Commercial Code, the record of voting or the petition for entry may be signed by a member of the commercial association who is entered in the commercial register. Meeting of representatives 1 If an association has more than members, the articles of association may prescribe that the competence of the general meeting is transferred to the meeting of representatives in part or in full.
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An association shall have at least 20 representatives. One representative may be elected for not more than 50 members.
Management board 1 The management board is a managing body of the association which represents and manages the association. The number of members of the management board shall be determined in the articles of association.
Commercial Associations Act
A member of the management board need not be a member of the association. A member of the management board must be a natural person with active legal capacity. At least one half of the members of the management board shall have their residence in Estonia, in another Member State of the European Economic Area or in Switzerland.
A person with respect to whom a court has, pursuant to §§ 49 or 49 1 of the Penal Code, imposed a prohibition on acting as a member of the management board or a prohibition on business, a person who is prohibited from operating within the same area of activity as the association, or a person who is prohibited to act as a member of the management board on the basis of law or a court decision shall not be a member of the management board.
Transactions which are beyond the scope Commercial Secrets Management System everyday economic activities may only be concluded by the management board with the consent of the supervisory board. Such restriction shall not apply with regard to third persons. The management board shall also notify of any material circumstances related to other associations belonging to the same group as the association, which may significantly affect the operation of the association.
After insolvency has become evident, the members of the management board shall no longer make payments on behalf of the association, except in the case where making the payments in the situation of insolvency conforms to the due diligence requirements.
The members of the management board shall solidarily compensate to the association any payments made by the association after the insolvency of the association became evident which, under the circumstances in question, were not made with due diligence.
The provisions of § 63 1 of this Act apply to the liability of the members of the management board. Chairman of management board 1 If the management board has more than two members, the members of the management board shall elect a chairman of the management board from among themselves, who shall organise the activities of the management board.
Remuneration of members of management board 1 The amount of remuneration payable to a member of the management board and the procedure Commercial Secrets Management System payment shall be determined by a resolution of the general meeting or, in the case there is a supervisory board, by a resolution of the supervisory board. In the case of reduction of remuneration or other benefits, a member of the management board has the right to exercise the right to extraordinary cancellation of a contract entered into with him or her with one month advance notice.
Right of representation of management board 1 Every member of the management board may represent the association in all transactions unless the articles of association prescribe that some or all of the members of the management board shall represent the association jointly.
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- Commercial Associations Act – Riigi Teataja
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Joint representation applies with respect to third persons only if it is entered in the commercial register. A restriction on the right of representation does not apply with respect to third persons.
This does not apply to transactions concluded in the course of the everyday economic activities of the association based on the market price of goods or service.