26.05.2020

Electronic participation in governing body meetings and prior voting

In connection with the COVID-19 crisis and the resulting restrictions on freedom of movement, the Estonian Parliament Riigikogu has adopted an amendment to the law that will allow the company's shareholders to participate in the general meeting of shareholders by electronic means from May 24, 2020.

According to the amendment to the law, a shareholder of a private limited company or a public limited company, or a member of another management body (management board, supervisory board) can participate in a meeting and exercise their rights by using electronic means without being physically present at the meeting in a form of a real-time two-way communication or by similar electronic means, which enables a person to observe, to speak and to vote on the adoption of resolutions from a remote location, unless otherwise provided by law or the articles of association of the legal person.

The shareholder may also vote on the draft resolutions prepared on the items on the agenda of the shareholders' meeting, provided that the identification of the shareholders and the security and reliability of the voting are ensured upon voting prior to the meeting. In order to vote electronically, a shareholder must submit his or her vote to the private limited company before the shareholders' meeting. Voting must take place at least in a form that can be reproduced in writing, although the articles of association of a private limited company may provide otherwise. Similar regulation also applies to the shareholders of a public limited company.

Thus, the adopted amendments make it possible to hold the necessary meetings of companies’ management bodies and adopt resolutions in a safe manner without the need for the participants to be present in person.

New deadline for submission of annual reports in 2020

The Riigikogu has also extended the deadline for the submission of annual reports for private limited companies, public limited companies, general partnerships and limited partnerships, which are required to submit their annual reports to the registrar in the period from March 12 to August 31, 2020. These companies must submit their annual reports on October 31, 2020 at the latest.

 

If you have any additional questions, please feel free to contact us:

Alice Salumets, e-mail alice.salumets(at)roedl.com, phone +372 680 5620