Public Limited Company

Objective:
Public Limited Company (AS) is intended for big business with a large number of shareholders.
Founders:
Founders may be legal persons and individuals, residents and non-residents.
Name:
Any name written in Latin alphabet.
Legal address:
Within the Republic of Estonia.
Capital:
Minimum amount of capital is 25 000 EUR
Minimum number of owners:
                                 1
Shares/ participatory interests:
The minimum par value of a share is 10 EUR. If the par value of a share is above 10 EUR, then it must be the full multiple of 10 EUR. The issue price of a share may not be below par value of a share. There may be only registered shares. Registered shares can be freely transferred.
Shares are registered in Estonian Central Securities Depository (Eesti Väärtpaberikeskus).  
Each share gives a right to vote. AS is entitled to issue shares without voting power that will give preferential right at the payment of dividends and the division of the recontenting property upon dissolution of AS (preference shares). The sum of par values of preferential shares must not exceed 1/3 of the share capital.
General meeting:
Shareholders execute their rights in AS at the general meeting of shareholders that is the highest governing body of a public limited company. Regular general meetings must be held once a year. The agenda of a general meeting is established by the supervisory board. The general meeting has a quorum, if at least half of the votes represented by shares will be present.
 
It lays in the competence of the general meeting to:
· amend the articles of association;
· enlarge and reduce share capital;
· issue convertible bonds;
· elect and call back members of the  supervisory board;
· appoint an auditor;
· appoint special audit;
· approve the annual report and distribute profit;
· adopt resolutions about the dissolution, merger, division and reorganization of AS;
· determine conditions of transaction, making a decision about submission of claim against a member of management board or a member of the supervisory board;
decide other matters given to the competence of the general meeting by the law. A resolution of the general meeting is adopted, if more than half of the votes represented at the general meeting are given for it. A resolution of amending the articles of association is adopted, if at least 2/3 of the votes represented at the general meeting are given for it.
Supervisory board:
There must be appointed three members of the supervisory board. Shareholders may be members of the supervisory board. Members of the management board may not be simultaneously also members of the supervisory board. Supervisory board plans the operations of the AS, organizes its management and supervises over the activities of the management board. The results of supervisions are disclosed by the supervisory board at the general meeting. The general meeting appoints and calls back members of the supervisory board. The meetings of the supervisory board are held if needed, but not less than once in three months. A resolution of the supervisory board will be adopted, if more than half of the members present at the meeting vote for it.
Management board:
The daily activities of the company are directed by the management board. A member of the management board need not be a shareholder. Member of the management board is elected by the supervisory board for the term up to 5 years. The minimum number of members of the management board is 1. At least half of the members of the management board must be EU permanent citizens.
Shareholders/ participants:
The public limited company pays out part of net profit (dividend) to a shareholder pursuant to the par value of his shares. Dividends may be paid out once a year pursuant to the approved annual report of the financial year. Dividend is paid out in money. Upon consent of a shareholder, his dividend may also be paid out in other property.
Bookkeeping, accounting and distribution of profit:
After the end of a financial year the management board draws the annual accounts and the operational report according to procedures established by the Accounting Act. After the drawing of the annual accounts and the operational report the management board shall submit these immediately to the auditor. The management board submits the annual accounts, operational report, auditor’s conclusion and the profit distribution proposal (annual report) to the general meeting. The annual report is approved by the general meeting. The management board submits the approved annual report to the Commercial Register within 6 months from the end of the financial year. Together with the annual report a list of the owners of registered shares possessing over 10% of the votes established by shares must be presented. The profit distribution resolution is approved by the general meeting pursuant to the approved annual accounts.
Auditor:
Obligatory
Term of registration of a company in the register:
up to 15 days from the submission of documents to the Commercial Register.
Dissolution of an undertaking:
AS is dissolved by the resolution of the general meeting, by a court resolution since it becomes inoperative or on other grounds prescribed by the law or the articles of association. Upon dissolution of AS its liquidation (liquidation proceeding) will take place. The liquidators of AS are the members of management board. A liquidator may be a capable individual. At least one of the liquidators must be a person whose place of residence is in the EU.
The transfer of an Estonian enterprise under other jurisdiction:
Not allowed

© Estoest OÜ 2008