Articles of association of private limited company
ARTICLES OF ASSOCIATION OF PRIVATE LIMITED COMPANY ….. .
The Articles of Association of the Private Limited Company ….. (here in after Private Limited Company) were approved by a memorandum of association on ….. .
1. General provisions
1.1. The business name of the Private Limited Company shall be Private Limited Company ….. .
1.2. The seat of the Private Limited Company shall be ….., Republic of Estonia.
1.3. In its activity, the Private Limited Company shall be guided by the laws of the Republic of Estonia and other legal instruments, the present Articles of Association, resolutions of the directing bodies and other intracompany instruments.
1.4. The Private Limited Company shall perform in its name legal acts which shall form a basis for creation, amendment, expiry or termination of civil rights and obligations. It can also own, or participate in, commercial undertakings.
1.5. The Private Limited Company shall be liable for performance of its obligations with all of its assets. A shareholder’s liability is limited to the amount of the shareholder’s contribution.
1.6. The financial year of the Private Limited Company is the calendar year;
the financial year begins on 1 January and ends on 31 December.
1.7. The Private Limited Company was founded sine die.
2. Share capital and reserve capital
2.1. The minimum share capital of the Private Limited Company shall be 2500 (two thousand five hundred) euros and the maximum capital of the Private Limited Company shall be 10,000 (ten thousand) euros. Each 1 (one) euro of a share shall grant one vote.
2.2. Share capital may be increased or reduced by resolution of the shareholders of the Private Limited Company.
2.3. Share capital may be increased by the issue of new shares on account of new contributions or by way of a bonus issue. The Private Limited Company has the right to issue shares with a premium.
2.4. In case of an increase of share capital, a shareholder has a right to subscribe for the new shares in proportion to the sum of the nominal value of the shareholder’s shares, unless otherwise provided by the resolution on increase of share capital.
2.5. Shares may be paid for by a monetary or non-monetary contribution. Monetary contributions shall be transferred to the bank account of the Private Limited Company.
The Management Board of the Private Limited Company shall valuate the non-monetary contributions.
An auditor shall audit the valuation of the non-monetary contributions, if so provided by law.
A shareholder who does not pay for the shareholder’s share on time shall pay a fine for delay at the rate of 0.25% of the outstanding amount per day.
2.6. For covering losses and increasing the share capital, the Private Limited Company shall form a reserve capital, which shall be one-tenth of the share capital. Until the prescribed amount is reached, one-twentieth of the net profit shall be entered in the reserve capital each year.
3. Transfer and encumbrance of shares
3.1. A shareholder is entitled to freely transfer his/her share or a part thereof to another shareholder.
3.2. Upon transfer of shares to third persons, other shareholders have a pre-emptive right for 1 (one) month after presentation of the transfer agreement.
The transferor of the share shall promptly submit a notarised copy of the transfer agreement to the Management Board of the Private Limited Company.
The Management Board shall notify the other shareholders of the price of the transferred shares as well as of other significant terms of the agreement.
Shareholders shall be notified by means of sending them a written notice to the address entered in the list of shareholders.
3.3. Shareholders wishing to exercise their pre-emptive right shall notify the Management Board thereof by the term indicated in the notice.
If a shareholder has not notified the Management Board of his/her wish to exercise the pre-emptive right, it is deemed that the shareholder does not wish to exercise his/her pre-emptive right.
3.4. A share may be pledged or encumbered with a usufruct by a shareholder only by resolution of the shareholders.
3.5. Upon the death of a shareholder, the share shall transfer to his/her successors.
4. Rights and obligations of shares
4.1. A shareholder has the right to:
4.1.1. Receive a part of the net profit in proportion to the nominal value of his/her share;
4.1.2. Participate in the shareholders’ meetings personally or by proxy;
4.1.3. Participate in the distribution of the remaining assets on dissolution of the Company;
4.1.4. Receive information on the activities of the Private Limited Company from the Management Board and to examine the documents of the Private Limited Company, unless the Management Board has grounds to presume that it might seriously harm the interests of the Private Limited Company;
4.1.5. Be treated equally under equal circumstances.
4.2. A shareholder is obligated to:
4.2.1. Follow the Articles of Association of the Private Limited Company, shareholders’ resolutions and resolutions of the Management Board;
4.2.2. Refrain from any activity harmful to the reputation and economic performance of the Private Limited Company.
5. Resolution of shares
5.1. The shareholders shall adopt resolutions at shareholders’ meetings or without summoning a meeting as prescribed in § 173 of the Commercial Code.
5.2. The shareholders are competent to:
5.2.1. Amend the Articles of Association.
5.2.2. Increase and reduce share capital
5.2.3. Elect and remove members of the Management Board; decide on the conclusion of transactions with members of the Management Board, on an assertion of claims against the Management Board and on the appointment of a representative of the Private Limited Company for that purpose.
5.2.4. Give their consent for the division of the share.
5.2.5. Approve the annual report and distribute profit.
5.2.6. Designate a special audit
5.2.7. Decide on dissolution, merger, division or transformation of the Private Limited Company
5.2.8. Elect an auditor.
5.2.9. Decide on other matters placed in the competence of the shareholders by law.
The shareholders may also adopt resolutions on matters within the competence of the Management Board.
5.3. The Management Board shall call a shareholder’s meeting for approval of the annual report and distribution of profit not later than by 30 June.
The Management Board shall also call a shareholder’s meeting in cases prescribed by law or as occasion requires, and shall take minutes of the meeting.
The minutes shall be signed by the chairman and secretary of the meeting.
5.4. A meeting of shareholders is competent to adopt resolutions if the represented votes represent over one-half of the shares.
A shareholder’s number of votes is proportional to the value of his/her share.
5.5. A resolution of the shareholders shall be adopted if over 50% of the votes represented at the meeting of shareholders are in favour, unless the law or the present Articles of Association prescribe a greater majority requirement.
When deciding on issues listed in Subclauses 5.2.1., 5.2.2. and 5.2.7., a resolution shall be adopted if at least 2/3 (two-thirds) of the votes represented at the meeting are in favour
6. Managment board
6.1. The Management Board is a directing body of the Private Limited Company which represents and directs the Private Limited Company.
The Management Board may have 1 (one) to 5 (five) members.
Every member of the Management Board may represent the Private Limited Company in all legal acts.
6.2. A meeting of the Management Board is competent to adopt resolutions if more than half of the members of the Management Board are present.
Minutes of the meetings shall be taken.
6.3. A member of the Management Board may be removed by the shareholders regardless of the reason.
6.4. Remuneration shall be paid to the members of the Management Board, and their rights and obligations shall be specified in employment contracts concluded with them.
7.Reporting and distribution of profits
7.1. After the end of the financial year, pursuant to the procedure and during the term provided by law, the Management Board shall prepare the annual accounts and activity report and submit them for the shareholders’ approval.
7.2. Accounting of the Private Limited Company shall be arranged by the Management Board.
7.3. Shareholders shall participate in a distribution of profit and covering of losses proportionally to the value of their share.
A unanimous resolution of the shareholders may provide otherwise.
Own shares of the Private Limited Company shall not be taken into account when distributing profit.
8. Dissolution of the private limited company
8.1. The Private Limited Company shall be dissolved by a resolution of the shareholders, by a court judgment or on other bases prescribed by law.
8.2. The Private Limited Company shall be liquidated upon dissolution, and the liquidators shall be members of the Management Board unless otherwise provided by law.
Liquidation of the Private Limited Company shall take place pursuant to the procedure prescribed by legal instruments of the Republic of Estonia.
8.3. After satisfaction of all the claims of the creditors and the deposit of money, the remaining assets shall be distributed among the shareholders according to the nominal values of their shares pursuant to the asset distribution plan prepared by the liquidators.
Payments to the shareholders may be made in money or in kind.
9. A merger, division and transportation of the private limited company
9.1. Merger, division and transformation of the Private Limited Company shall take place pursuant to the procedure prescribed by legal instruments of the Republic of Estonia.