If you are a board member of Estonian limited company and have Estonian e-resident card, ID-card or mobile-ID you can change your company board members online via Estonian Business register.
Changing board members is also possible with Lithuanian mobile-ID and Latvian ID-card if you used them to register your company and your foreign ID-code is associated with your role as a board member of Estonian limited company.
You as a shareholder can always remove board members at your will, adding a board member requires consent from the person. This means that you can add a board member online if the new board member can sign the application online with Estonian e-resident card, ID-card, mobile-ID, Latvian-ID card or Lithuanian mobile-ID.
Here is a step-by-step guide for adding company board member through Estonian Business Register online service.
1. Log in to the Estonian Business Register.
2. Find the company you would like to access and click on the company name.
3. Click "Start the petition for and entry regarding alteration".
4. Now the company details view opens and you can click on "Alter the persons in the entry".
5. Add a new person to the entry by opening the drop-down list and choosing "Management board member". Then click Add.
6. When entering a new board member fill in their forename, surname and ID code. ID code needs to be the same as he digital ID they use for signing the application. When adding Estonia e-resident the ID must therefore be Estonian if the person is to sign the application with Estonian e-resident card. Lithuanian mobile-ID user can be added with Lithuanian ID code. Here we picked Lithuanian ID code.
7. Add board member's date of birth, residential address, postcode and email address. Only add term of office if your shareholder resolution or articles of association limit the term of the board members. Otherwise do not add a term. When done click "Add.
8. When all is correct you would see the green success message and you can click "Back to entering the data in the application".
9. When trying to move to submission through the "Check the details of the entry petition" button at the bottom you would see this error message. To solve this you need to add a signed shareholder resolution. This applies even if you own 100% of the company.
10. Find the selecton of "Additional documents to be submitted with the entry petition" and click "Add a document".
11. Use the free template here. Fill in all the yellow highlighted fields according to the English instructions. Do not change the document without consulting with someone qualified to assess the legal implications. Randomly changing the document normally means that the petition would be rejected by the court. When you are done sign the document digitally using your Estonian e-resident card, ID-card or Smart-ID using Digidoc software. The document needs to be signed by the shareholder(s) of the company.
12. Now select the signed file from your computer. Choose the type of document to be "Resolution of the body".
13. When document is uploaded click "Add document". This will save your upload. Then move back to "Altering the data in the application".
14. Now you can check if the application is correct. For this click "Check the details of the entry petition".
15. If all is correct you would see the text of your petition. If all is acceptable move on to the signing by clicking "Confirm the petition".
16. Adding a board member online is only possible if the new board member and existing board member sign the petition. Click sign to add your signature and then ask the new board member to access the petition online. The person would only have access to the applications that contain the same ID code that was used to add a board member. Here we show and example of new board member who needs to sign with Lithuanian mobile-ID.
17. When all the mandatory signatures are added you can click "Confirm signatures".
18. Please note that you also need to pay a state fee of 18 euros for changing your company details before you can submit your application to the court.
Here you can see the state fee information sample. Click on "View details for making a payment" if you do not hold an Estonian bank account in SEB, Swedbank, LHV or Luminor bank. This would open a popup window with bank details. You can then make a bank transfer to any of the bank accounts shown but be sure to use the reference number.
If your financial insitution does not support adding reference numbers email your payment confirmation to Business Register via email email@example.com quoting your application details (description of payment and reference number have all the information they need).
19. After the state fee payment has been linked to your application you can log in again to submit it to the court and wait for the result in 5 working days.