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§ 137. Founder
- (1)
- A private limited company may be founded by one or several persons.
- (2)
-
A founder may be a natural person or a legal person.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 138. Memorandum of association
- (1)
-
In order to found a private limited company, the founders shall conclude a memorandum of association.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
The memorandum of association shall set out:
- 1)
- the business name, seat, address and area of activity of the private limited company being founded;
- 2)
- the names and residences or seats of the founders;
- 3)
- the proposed amount of share capital;
- 4)
-
the nominal value and number of shares, and their division among the founders;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 5)
- the amount to be paid for shares and the procedure, time and place of payment;
- 6)
- if a share is paid for by a non-monetary contribution, the item of the non-monetary contribution, its valuation method and value;
- 7)
-
information on the members of the management board and, if a supervisory board is formed, on its members;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 8)
-
information on procurators or auditors, if appointed;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 9)
-
the projected costs of foundation and the procedure for payment thereof.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
Upon conclusion of a memorandum of association, the founders shall also approve the articles of association of the private limited company as an annex to the memorandum of association.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
-
The memorandum of association and the articles of association approved thereby shall be notarised and signed by all founders. A representative of a founder may sign the memorandum of association and the articles of association approved thereby if the authorisation document granted to the representative is notarised. Articles of association shall be amended after entry in the commercial register pursuant to the procedure provided for in § 175 and shall not require amendment of the memorandum of association.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (5)
- If the private limited company has one founder, the memorandum of association shall be substituted by a notarised foundation resolution signed by the founder.
§ 139. Articles of association
- (1)
-
The articles of association of a private limited company shall set out:
- 1)
- the business name, seat and area of activity of the private limited company;
- 2)
-
the amount of share capital which may be specified as a specific amount or as a minimum and maximum capital such that the minimum capital shall be at least one-quarter of the maximum capital;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 3)
- (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 4)
- the procedure for payment for shares;
- 5)
- the specific rights attaching to a share, or of a shareholder;
- 6)
- if a share is paid for by a non-monetary contribution, the valuation method of the non-monetary contribution;
- 7)
-
the amount of reserve capital;
if there is a management board and supervisory board, the number of members thereof, which may be expressed as a specific number or a maximum and minimum number;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 8)
- other obligatory terms and conditions provided by law.
- (2)
- The articles of association may also prescribe other terms and conditions which are not in conflict with the law. If a provision of the articles of association is in conflict with a provision of law, the provision of law shall apply.
- (3)
-
All founders shall sign the articles of association approved by the memorandum of association. Articles of association which are amended after entry in the commercial register shall be signed by at least one member of the management board or, if the members of the management board are only authorised to represent the private limited company jointly, by all the members of the management board authorised to represent the private limited company jointly.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 140. Payment for share
- (1)
- A contribution may be monetary or non-monetary. A share shall be paid for in money unless the articles of association prescribe payment by a non-monetary contribution.
- (2)
- The founders shall pay for the shares in full before submission of a petition for entry of the private limited company in the commercial register unless the memorandum of association prescribes an earlier due date. Upon a delay of payment, the provisions of § 156 of this Code shall apply.
- (3)
-
The sum to be paid for a share shall not be set off against salary, fees or other such payments by the private limited company being founded or against other claims against the private limited company being founded.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 141. Payment of monetary contribution
Upon foundation, the founders shall open a bank account in the name of the private limited company being founded, into which they shall pay their monetary contributions.
§ 142. Non-monetary contribution
- (1)
- A non-monetary contribution may be any thing which is monetarily appraisable and transferable to the private limited company or a proprietary right which may be the object of a claim.
- (2)
- A non-monetary contribution shall not be service or work provided to the private limited company or the activities of the founders in the foundation of the private limited company.
- (3)
- A shareholder shall give notice of the rights of third persons with regard to a non-monetary contribution.
- (4)
-
If a shareholder does not perform the obligation specified in subsection (3) of this section, the shareholder shall pay for the share in money to the extent by which the rights of third persons reduce the value of the contribution.
(22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
§ 143. Valuation of non-monetary contribution
- (1)
- The valuation method of a non-monetary contribution shall be prescribed in the articles of association.
- (2)
- The usual value of a thing or right shall be taken as the basis for the valuation of a non-monetary contribution.
- (3)
- If the value of a non-monetary contribution exceeds 40 000 kroons or if all non-monetary contributions collectively form more than one-half of the share capital, an auditor shall audit the valuation of the non-monetary contribution and present an opinion on whether the contribution meets the requirements specified in § 142 of this Code.
- (4)
- The valuators and the auditor who audits the valuation shall be solidarily liable for any damage caused by an inaccurate valuation of the non-monetary contribution.
- (5)
- Within two years after entry of the private limited company in the commercial register, the private limited company may acquire an asset with a value exceeding one-tenth of the share capital from a shareholder or a person with an economic interest equivalent to that of the shareholder on the basis of a contract only by a resolution of the shareholders.
- (6)
- The asset specified in subsection (5) of this section shall be valuated pursuant to the procedure provided for in this section.
§ 144. Petition for entry in commercial register
- (1)
-
In order to enter a private limited company in the commercial register, the management board shall submit a petition to the commercial register which shall set out the information specified in § 145 of this Code and shall be signed by all members of the management board. The following shall be appended to the petition:
- 1)
- the memorandum of association;
- 2)
- the articles of association;
- 3)
- a bank notice concerning the payment of share capital;
- 4)
-
the names, personal identification codes and residences of the members of the management board and supervisory board, and, if auditors exist, of the auditors;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 5)
- specimen signatures of the members of the management board;
- 6)
- upon payment of a non-monetary contribution, the agreement for transfer of the contribution to the private limited company, the documents certifying the value of the contribution and, in the cases specified in subsection 143 (3) of this Code, an opinion on the valuation of the non-monetary contribution signed by the auditor;
- 7)
- telecommunications numbers (telephone, facsimile, etc.);
- 8)
- other documents provided by law.
- (2)
-
The members of the management board shall certify the transfer of a non-monetary contribution to the private limited company by their signatures. If the non-monetary contribution is an immovable or a movable subject to registration, an extract from the land register or the register in which the movable is registered shall be appended to the petition.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- Any other petition submitted to the commercial register shall be signed by a member of the management board. If the members of the management board only have the right to represent the private limited company jointly, all the members of the management board entitled to represent the private limited company jointly shall sign the petition.
- (4)
- The management board is required to submit a petition for entry in the commercial register within six months after conclusion of the memorandum of association.
§ 145. Information to be entered in commercial register
The following shall be entered in the commercial register:
- 1)
- the business name of the private limited company;
- 2)
-
the area of activity, seat and address of the private limited company;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 3)
- the amount of share capital;
- 4)
- the date of conclusion of the memorandum of association;
- 5)
- the names, personal identification codes and residences of the members of the management board;
- 6)
- the members of the management board entitled to represent the private limited company differently than provided for in subsection 181 (1) of this Code;
- 7)
- the beginning and end of the financial year of the private limited company;
- 8)
- other information provided by law.
§ 146. Liability for submission of incorrect information
If the management board submits incorrect information to the commercial register, the members of the management board who sign the petition shall be solidarily liable for any damage caused thereby.
§ 147. Transactions concluded before entry in commercial register
- (1)
- Persons who conclude a transaction in the name of a private limited company being founded before entry of the private limited company in the commercial register shall be solidarily liable for performance of the obligations arising from the transaction.
- (2)
- The obligations specified in subsection (1) of this section shall transfer to the private limited company as of entry of the private limited company in the commercial register if the person who concluded the transaction had the right to conclude the transaction.
- (3)
- If a person does not have the right to conclude a transaction, the obligations arising from the transaction shall transfer to the private limited company if the shareholders approve the transaction by a resolution.
- (4)
- If the assets of the private limited company are not sufficient to satisfy the claim of a creditor of the private limited company, the founders shall be personally and solidarily liable to the creditor of the private limited company for the obligations of the private limited company to the extent that the assets of the private limited company are decreased due to the obligations incurred for the private limited company before entry of the private limited company in the commercial register. The limitation period for such claim shall be five years from entry of the private limited company in the commercial register.
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