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§ 223. Nominal value of share
- (1)
- The minimum nominal value of a share shall be ten kroons.
- (2)
- If the nominal value of a share is greater than ten kroons, the nominal value shall be a multiple of ten kroons.
- (3)
- Shares with a nominal value of less than ten kroons shall be void. The issuers shall be solidarily liable for any damage caused by the issue of such shares.
§ 224. Indivisibility of share
A share shall be indivisible.
§ 225. Issue price of share
- (1)
- The issue price of a share shall not be less than the nominal value of the share.
- (2)
-
The issue price of a share may be greater than its nominal value (premium). A premium may be used to cover a loss of the public limited company if such loss cannot be covered by undistributed profit from previous periods and reserve capital 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)
- (3)
- The issue price of a share shall be paid in full by the subscriber upon issue of the share.
§ 226. Rights attaching to share
A share shall grant the shareholder the right to participate in the general meeting of shareholders and in the distribution of profits and, upon dissolution, of the remaining assets of the public limited company, as well as other rights provided by law or prescribed by the articles of association.
§ 227. (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 228. Registered shares
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (1)
-
Shares shall be registered. Shares shall be entered in the Estonian Central Register of Securities. Upon foundation of a public limited company, a notice from the registrar of the Estonian Central Register of Securities concerning registration of the shares shall be annexed to the application to be submitted to the registrar of the commercial register.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (2)
- The rights attaching to a registered share shall belong to the person who is entered as the shareholder in the share register.
- (3)
- (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (4)
- (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (5)
- (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 229. Transfer of registered share
- (1)
-
Registered shares may be freely transferred.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
The articles of association may prescribe that, upon transfer of shares to third persons, other shareholders have a pre-emptive right, the term of which shall not exceed two months after presentation of the transfer agreement. The seller shall notify the management board of the public limited company of entry into a contract of sale, which shall promptly notify the other shareholders thereof. The provisions of the Law of Property Act 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)
- (3)
- (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (4)
- The transferee has the right to demand to be entered as a shareholder in the share register. For the purposes of the public limited company, the share shall be deemed to be transferred as of entry of the transferee in the share register.
§ 230. Transfer of bearer share
- (1)
- Bearer shares may be freely transferred.
- (2)
- A bearer share shall be transferred by delivery of the share certificate.
§ 231. Transfer of share to successor
Upon the death of a shareholder, the share shall transfer to a successor of the shareholder.
§ 232. Share encumbrance
- (1)
-
A registered share may be pledged or encumbered with a usufruct unless the articles of association prescribe otherwise.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (2)
- A share encumbrance transaction shall be in writing.
- (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 public 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)
- (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 233. Share register
- (1)
-
A public limited company shall maintain a share register concerning registered shares which shall set out:
- 1)
- the name, address and personal identification code or registry code of the shareholder;
- 2)
- the class and nominal value of the shares, and the serial numbers of the shares;
- 3)
- the date of subscription and acquisition of the shares;
- 4)
- the shares for which share certificates have been issued, if any, and their serial numbers and dates of issue.
- (2)
-
The share register shall be maintained by the registrar of the Estonian Central Register of Securities. The management board of the public limited company shall ensure timely submission of correct information provided by law to the person maintaining the share register.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 234. Access to share register
- (1)
- The shareholders, members of the management board and supervisory board, competent state agencies and other persons with a legitimate interest have the right to examine the share register.
- (2)
- The persons specified in subsection (1) of this section have the right to receive a copy of the share register or of a part thereof.
§ 235. Classes of shares
- (1)
- Rights attaching to shares may be different in the cases provided by law. Shares with the same rights form a class of shares.
- (2)
-
Rights attaching to a class of shares may be amended by a resolution of the general meeting by at least a four-fifths majority of votes in favour unless the articles of association prescribe a greater majority requirement. At least nine-tenths of the shareholders whose shares belong to the class of which the rights are amended must vote in favour of the resolution.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- The management board shall promptly notify all holders of registered shares in writing of an amendment to the rights attaching to a class of shares. If the rights attaching to bearer shares are amended, a corresponding notice shall be published in the publication specified in § 288 of this Code.
§ 236. Right to vote
- (1)
-
Each share shall grant a separate vote unless otherwise provided by law.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- Shares with equal nominal values shall grant an equal number of votes. If the public limited company has shares with different nominal values, the difference in votes granted by them shall correspond to the difference in nominal values.
§ 237. Preferred share
- (1)
- A public limited company may issue non-voting shares which grant the preferential right to receive dividends and to participate in the distribution of the remaining assets of the public limited company upon dissolution (preferred shares).
- (2)
- The sum of the nominal values of preferred shares shall not be greater than one-third of the share capital.
- (3)
- The articles of association may prescribe that a preferred share shall grant the right to vote in the adoption of certain resolutions (restricted voting right).
- (4)
- The consent of all holders of preferred shares is required to adopt a resolution on cancellation or amendment of the preference of preferred shares, or on cancellation of preferred shares. Upon cancellation of the preferential right, the holders of preferred shares shall acquire the right to vote.
§ 238. Dividend on preferred share
- (1)
- A holder of a preferred share shall be paid a dividend prior to the payment of dividends to other shareholders. The dividend shall be specified in the articles of association as a percentage of the nominal value of the share unless the articles of association prescribe otherwise.
- (2)
- The holder of a preferred share may be paid a larger dividend than prescribed by the articles of association.
- (3)
- If the public limited company does not have distributable profit or if it is insufficient, the dividends to holders of preferred shares may be left unpaid in whole or in part. The unpaid part shall be added to the dividend to be paid the following year, including interest in the amount provided by law.
§ 239. Acquisition and loss of right to vote
- (1)
- If the holder of a preferred share is not paid dividends in full during two financial years, the holder of a preferred share shall acquire the right to vote according to the nominal value of the share. The votes attaching to preferred shares shall be included in the quorum of the general meeting.
- (2)
- The holder of a preferred share shall lose the right to vote on the last day of the financial year during which a dividend is paid in full.
- (3)
- Acquisition of the right to vote shall not exempt the public limited company from its obligation to pay dividends for the previous years and the interest provided by law, nor cancel the preferential right of the holder of a preferred share to receive dividends and to participate in the distribution of remaining assets upon dissolution.
§ 240. (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 241. Convertible bond
- (1)
- If prescribed in the articles of association, a public limited company may issue bonds by a resolution of the general meeting, the holders of which have the right to convert their bonds to shares (convertible bond).
- (2)
-
A convertible bond may be registered.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (3)
- Convertible bonds may be issued after entry of the public limited company in the commercial register.
- (4)
-
At least the nominal value of the convertible bond shall be paid for a convertible bond, in money. The nominal value of shares issued for the bond may be greater than the nominal value of the bond only if the difference between the nominal values is paid for in money.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (5)
- The sum of the nominal values of convertible bonds shall not be greater than one-third of the share capital.
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