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§ 148. Share
- (1)
- The minimum nominal value of a share shall be 100 kroons.
- (2)
- If the nominal value of a share is greater than 100 kroons, the nominal value shall be a multiple of 100 kroons.
- (3)
- Shares may have the same or different nominal values.
- (4)
- Each shareholder may have one share. If a shareholder acquires an additional share, the nominal value of the initial share shall increase accordingly.
- (5)
- A share shall grant the shareholder the right to participate in the management of the private limited company and in the distribution of profit and of remaining assets on dissolution of the private limited company, and other rights prescribed by law or the articles of association.
- (6)
- A certificate shall not be issued for a share.
- (7)
-
The shares of a private limited company may be entered in the Estonian Central Register of Securities.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 149. Transfer of share
- (1)
- A shareholder may freely transfer a share to another shareholder.
- (2)
-
Upon transfer of a share to a third person, the other shareholders have a right of pre-emption for one month after presentation of the transfer agreement. The seller shall submit the contract of sale to the management board of the private limited company who shall promptly notify the other shareholders of entry into the contract of sale. The provisions of the Law of Property Act (RT I 1993, 39, 590; 1999, 44, 509; 2001, 34, 185) concerning the right of pre-emption otherwise apply to the right of pre-emption and exercise thereof.
(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; 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- (3)
- The articles of association may prescribe a procedure for share transfer that differs from the provisions of subsections (1) and (2) of this section.
- (4)
-
A share transfer contract shall be notarised. This requirement does not apply to the transfer of shares entered in the Estonian Central Register of Securities.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 150. Notification of transfer
- (1)
- The transferor and transferee shall notify the private limited company of the share transfer and shall submit the transfer agreement.
- (2)
- Within three days after receipt of the notice of transfer, the management board shall enter the new shareholder in the list of shareholders and delete the previous shareholder or add the transferred share to the share of a shareholder who exercises the right of pre-emption. For the purpose of the private limited company, the share shall be deemed to be transferred as of amendment of the list of shareholders.
- (3)
-
The management board shall send a notarised copy of a contract for transfer of a share to the registrar of the commercial register within two days after making the amendment specified in subsection (2) of this section.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
-
If only one shareholder is left in a private limited company as a result of the transfer of a share or if, in addition to the single shareholder, the shares of the private limited company are owned only by the private limited company itself, the director shall submit a corresponding written notice to the registrar of the commercial register together with a copy of the contract for transfer of a share provided for in subsection (3) of this section. Data concerning the single shareholder provided for in subsection 182 (1) shall be set out in the notice . The notice shall be preserved in the business file. The members of the management board shall be solidarily liable for damage caused by violation of the obligation to submit a notice.
(22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- (5)
-
The provisions of subsection (1) and the first sentence of subsection (2) of this section do not apply to private limited companies the shares of which are entered in the Estonian Central Register of Securities.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 151. Share encumbrance
- (1)
- A share may be pledged or encumbered with a usufruct unless the articles of association prescribe otherwise.
- (2)
-
A share encumbrance transaction shall be notarised.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
Encumbrance of a share with a usufruct shall only give the usufructuary the right to participate in the distribution of profit and in the distribution of remaining assets upon dissolution of the private limited company in lieu of the shareholder.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
- Upon pledge of a share, the pledgor shall exercise the rights attaching to the share.
- (5)
-
The private limited company shall be notified of a share pledge or encumbrance with a usufruct, and the encumbrance agreement shall be submitted. Within three days after receipt of the notice of encumbrance, the management board shall enter a notation regarding the encumbrance in the list of shareholders. For the purposes of the private limited company, the share shall be deemed to be pledged or encumbered with a usufruct as of entry of the pledge or encumbrance in the list of shareholders.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (6)
-
The provisions of subsection (2) and the first and second sentence of subsection (5) of this section do not apply to the pledge of shares entered in the Estonian Central Register of Securities.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 152. Share division
- (1)
- A shareholder may transfer a part of the shareholders share with the consent of the other shareholders. The consent of the private limited company shall be expressed by a resolution of the shareholders.
- (2)
-
The articles of association may prescribe that the consent of the other shareholders shall not be required for transfer of a part of a share to another shareholder.
The provisions of § 148, subsection 149 (4) and § 150 of this Code shall be observed in share division.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 153. Share transfer to successor
- (1)
- Upon the death of a shareholder, the share shall transfer to his or her successors unless the articles of association prescribe otherwise.
- (2)
-
A prohibition or restriction on transfer of a share to a successor in the articles of association shall not be valid unless the articles of association prescribe a term and procedure for payment of appropriate compensation to the successor.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- The articles of association may prescribe that the consent specified in § 152 of this Code shall not be required for division of a share between the successors of a shareholder.
§ 154. Equality of shareholders
- (1)
- The shareholders shall be treated equally under equal circumstances.
- (2)
- A shareholder shall not be required to pay a contribution exceeding the nominal value and premium of the share.
§ 155. Amount of contribution
- (1)
- A shareholder is required to make a contribution corresponding to the nominal value of the shareholders share.
- (2)
-
The articles of association may prescribe the right of the private limited company to issue shares for a price exceeding their nominal value (premium). In this case, the shareholder is also required to pay the premium. A premium may be used to cover a loss of the private limited company if such loss cannot be covered by undistributed profit from previous periods, reserve capital prescribed in the articles of association or other reserves prescribed in the articles of association, or may be used to increase share capital by a bonus issue.
(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)
§ 156. Consequences of delay of contribution
- (1)
- The articles of association may prescribe that a shareholder who does not pay for the shareholders share on time is required to pay a fine for delay at the rate prescribed by the articles of association.
- (2)
- The management board shall send a notice to a shareholder who delays in payment demanding payment by the term specified in the letter, indicating that the shareholder will lose the shareholders share if payment is not made. The term for payment shall be at least one month after the notice is sent.
- (3)
- If the shareholder does not pay the deficient sum during the term specified in the notice, the shareholder shall lose the shareholders share. A sum paid by the shareholder which does not exceed one-fifth of the nominal value of the share shall be transferred to the reserve capital, and the remainder of the sum shall be refunded to the shareholder.
§ 157. Payment of dividends
- (1)
-
Dividends may be paid to the shareholders from net profit or from undistributed profit from previous years from which losses from previous years have been deducted, once a year on the basis of the approved annual balance sheet.
(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)
- (2)
-
A shareholder shall be paid a share of profit (dividend) in proportion to the nominal value of the shareholders share unless the articles of association prescribe otherwise.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
Payments shall not be made to shareholders if the net assets of the private limited company, as apparent from the annual report approved at the end of the previous financial year of the private limited company, are less than or would be less than the total of share capital and reserves which pursuant to law or the articles of association shall not be paid out to shareholders.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 158. Return of illegal dividend
- (1)
- If a shareholder is paid a dividend which the shareholder does not have a right to receive, the shareholder shall return the payment which is received without basis if upon receipt of the dividend the shareholder knew or should have known that it was paid to the shareholder without basis.
- (2)
- A shareholder shall promptly return any other payment made illegally to the shareholder as a shareholder upon becoming aware of the illegality of the payment.
- (3)
- If an illegal payment is made by the fault of members of the management board, the members of the management board who decided to make the payment shall be solidarily liable with the shareholder who receives the payment for returning the payment.
§ 159. Prohibited loans
- (1)
-
A private limited company shall not grant a loan:
- 1)
- to one of its shareholders whose share represents more than 5 per cent of the share capital;
- 2)
- to a shareholder or member of its parent undertaking, whose share represents more than 5 per cent of the share capital of the parent undertaking;
- 3)
- to a person to acquire a share of the private limited company;
- 4)
- to a member of its management board or supervisory board or its procurator.
- (2)
- A subsidiary which is owned 100 per cent by its parent undertaking may grant a loan to its parent undertaking on the condition that the grant of the loan does not harm the financial status of the subsidiary or the interests of its creditors.
- (3)
-
A private limited company shall also not guarantee a loan taken by the persons specified in subsection (1) of this section.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 160. Reserve capital
- (1)
- Reserve capital shall be formed from annual net profit transfers and other transfers entered in the reserve capital pursuant to law or the articles of association.
- (2)
- The amount of reserve capital shall be prescribed in the articles of association and shall not be less than one-tenth of the share capital.
- (3)
- During each financial year, at least one-twentieth of the net profit shall be entered in the reserve capital. If the reserve capital reaches the amount prescribed in the articles of association, the increase of reserve capital from net profit shall be terminated.
§ 161. Use of reserve capital
- (1)
-
Upon a resolution of the shareholders, reserve capital may be used to cover a loss if it is not possible to cover the loss from available shareholders equity of the private limited company (from undistributed profits from previous periods and reserve capital prescribed by the articles of association), or may be used to increase share capital.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- Payments shall not be made to shareholders from reserve capital.
§ 162. Acquisition or taking as security of own shares
- (1)
- A private limited company shall not acquire or take as security its own shares unless otherwise provided by law.
- (2)
-
The acquisition or taking as security of its own shares by the private limited company shall be permitted if:
- 1)
- this occurs within one year after adoption of a resolution of the shareholders which specifies the terms and conditions and term for the acquisition or taking as security of shares and the sums to be paid for the shares; and
- 2)
- the share is paid for from assets exceeding the share capital, reserve capital and premiums.
- (3)
- The private limited company may acquire its own share without the restrictions provided for in subsection (2) of this section if the share is acquired by succession.
- (4)
- The private limited companys own share shall not grant the private limited company any rights of a shareholder.
- (5)
-
A private limited company shall not itself or through a third person acting in its own name but at the expense of the private limited company acquire its own shares upon foundation of the private limited company or an increase of share capital.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (6)
-
A company shall not acquire a share of its parent undertaking which is a private limited company upon an increase of the share capital of such parent undertaking.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 163. Transfer of own share
- (1)
- A private limited company shall transfer its own shares or terminate the taking as security of its own shares within one year after the acquisition or taking as security.
- (2)
- If the shares are not transferred or the taking as security is not terminated during the term specified in subsection (1) of this section, the shares shall be cancelled and the share capital shall be reduced accordingly.
§ 164. Mutual acquisition or taking as security of shares
A subsidiary may acquire or take as security shares of its parent undertaking under the same terms and conditions as its own shares. If a subsidiary acquires or takes as security shares of its parent undertaking, it shall be deemed, for the purposes of this Code, that the parent undertaking has acquired or taken as security such shares.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 165. Jointly held share
- (1)
- If a share is held by several persons jointly, these persons may only exercise the rights attaching to the share jointly.
- (2)
- If a share is held by several persons jointly, these persons shall be solidarily liable for performance of the obligations attaching to the share.
§ 166. Right of shareholder to information
- (1)
- The shareholders have the right to receive information from the management board on the activities of the private limited company and to examine the documents of the private limited company.
- (2)
- The management board may refuse to give information or to present documents if there is a basis to presume that this may cause significant damage to the interests of the private limited company.
§ 167. Exclusion of a shareholder
- (1)
- On the petition of a private limited company, a court may exclude a shareholder from the private limited company if the shareholder fails, without good reason, to perform the shareholders obligations to a material extent or in any other way significantly damages the interests of the private limited company, or does not perform obligations or terminate damage regardless of a written caution from the private limited company.
- (2)
- A petition for exclusion of a shareholder may be submitted by shareholders whose shares represent at least one-half of the share capital unless the articles of association prescribe a greater representation requirement.
- (3)
-
Upon exclusion of a shareholder, the private limited company shall, on the basis of a resolution of the shareholders, sell the shareholders share to another shareholder or to a third person. Money received from the sale, from which reasonable expenses related to the sale have been deducted, shall be returned to the shareholder.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
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