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§ 256. Application of general provisions of foundation
The provisions of §§ 242-255 of this Code shall apply to the foundation of a public limited company by share subscription unless the following provisions provide otherwise.
§ 257. Memorandum of association
- (1)
-
In addition to the provisions of subsection 243 (2) of this Code, a memorandum of association shall set out:
- 1)
- the time and place of the foundation meeting of the public limited company;
- 2)
- the term and place of share subscription.
- (2)
- After conclusion of the memorandum of association, the founders shall prepare the draft articles of association.
- (3)
- The provisions of subsection 243 (3) of this Code shall not apply to foundation by share subscription.
§ 258. Share subscription
By share subscription, a subscriber shall receive the right to receive a share and shall undertake to pay for it.
§ 259. Notice of subscription
- (1)
- A notice of subscription shall be sent to specific persons or to the public (public share subscription). The procedure for public share subscription shall be provided by law.
- (2)
- The notice of subscription shall set out all the information on the memorandum of association and the place the memorandum of association, the draft articles of association and the contracts concluded by the founders are available for examination.
- (3)
-
The terms and conditions of subscription shall not be amended after notice of subscription is sent unless otherwise provided by law.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 260. Subscription list
- (1)
- A share shall be subscribed for by an entry in the subscription list.
- (2)
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The entry shall set out:
- 1)
- the number, class and nominal value of the subscribed for shares;
- 2)
- the amount and time of payment for shares;
- 3)
- the name and address of the subscriber;
- 4)
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the subscription term.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- If shares are paid for by a non-monetary contribution, the entry shall also indicate the item of the non-monetary contribution, its value and the opinion of the auditor concerning the valuation of the non-monetary contribution.
- (4)
- The entry shall be signed by the subscriber.
§ 261. Oversubscription
- (1)
- If shares are subscribed for to the full extent of the share capital, the founders may terminate subscription before expiry of the term prescribed in the memorandum of association.
- (2)
- If it becomes evident that shares in excess of the proposed amount of share capital are subscribed for, the founders shall decide on approval or cancellation of the oversubscription.
- (3)
- Upon cancellation of an oversubscription, the founders shall promptly refund the amounts paid by the oversubscribers. The founders shall be solidarily liable for the refund of payments.
§ 262. Undersubscription
- (1)
- A share subscription shall be deemed to be an undersubscription if, during the term indicated in the memorandum of association, shares are not subscribed for to the extent of the proposed amount of share capital unless after expiry of the subscription term the founders subscribe for the shares that are not subscribed for themselves.
- (2)
- Upon undersubscription, the public limited company shall not be founded. The founders shall promptly refund the payments made by subscribers. The founders shall be solidarily liable for the refund of payments.
§ 263. Invalidity of subscription
On the petition of an interested person, a court may declare a subscription invalid if a share was subscribed for contrary to the terms and conditions of subscription specified in the memorandum of association or in the subscription notice, and the petition is filed before entry of the public limited company in the commercial register.
§ 264. Certificate of subscription
- (1)
-
Upon share subscription, the founders may give a subscriber a certificate of subscription concerning the subscribed for shares, which shall set out:
- 1)
- the business name and seat of the public limited company being founded;
- 2)
- the name of the subscriber and date of subscription;
- 3)
- the number, class and nominal value of the subscribed for shares;
- 4)
- the serial numbers of the shares;
- 5)
- the amount paid upon subscription.
- (2)
- A certificate of subscription shall be signed by at least one founder.
- (3)
- All subsequent contributions by a subscriber shall also be entered on a certificate of subscription.
- (4)
- The founders are required to issue a certificate of subscription on the demand of a subscriber.
- (5)
- A subscriber may transfer the rights and obligations attaching to a subscription. Transfer shall be effected by delivery of the certificate of subscription and by an inscription thereon. If the shares are not paid for in full, the subscriber and the transferee shall be solidarily liable for payment. The provisions for transfer of registered shares shall apply to delivery of certificates of subscription.
§ 265. Compulsory subscription
- (1)
- Upon foundation of a public limited company by public subscription, the founders shall subscribe for shares to the extent of at least one-quarter of the share capital.
- (2)
- The founders shall not transfer shares to the extent specified in subsection (1) of this section within two years after entry of the public limited company in the commercial register.
§ 266. (Repealed - 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
§ 267. Calling of foundation meeting
- (1)
- The founders shall call the foundation meeting of the public limited company during the term prescribed in the memorandum of association but not later than six months after conclusion of the memorandum of association and at least one month after termination of the share subscription.
- (2)
- If the founders do not call the foundation meeting during the term specified in subsection (1) of this section, the subscribers have the right to the refund of their payments in full. The founders shall be solidarily liable for the refund.
- (3)
- All subscribers who perform the obligations provided by law and the memorandum of association have the right to participate in the foundation meeting.
- (4)
- A subscriber may be represented at the foundation meeting by another person to whom a notarised authorisation document is granted.
§ 268. Representation
- (1)
- Resolutions may be adopted by a foundation meeting if subscribers who represent at least two-thirds of the subscribed for share capital participate in the meeting.
- (2)
- If a subscriber does not have the right to participate in the foundation meeting (subsection 267 (3)), the shares subscribed for by the subscriber shall not be considered in the determination of representation.
- (3)
- A list of subscribers who participate in the foundation meeting which shall set out the names and residences or seats of the subscribers, the number of shares subscribed for by the subscribers, the nominal values of and number of votes attaching to the shares shall be prepared at the foundation meeting. The list shall be signed by the chair and secretary of the meeting.
- (4)
- At a foundation meeting, a subscriber shall have votes corresponding to the shares subscribed for by the subscriber.
§ 269. Competence of foundation meeting
- (1)
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A foundation meeting shall:
- 1)
- decide on foundation of the public limited company;
- 2)
- adopt the articles of association of the public limited company;
- 3)
- elect the members of the management board and supervisory board;
- 4)
- elect an auditor.
- (2)
- A foundation resolution of a public limited company and resolution on adoption of the articles of association shall be adopted if at least two-thirds of the votes represented at the meeting are in favour. Any other resolution shall be adopted if at least one-half of the votes represented at the meeting are in favour. By the same majority, the foundation meeting may establish a greater majority requirement or a requirement of unanimity of all subscribers who participate in the meeting for a decision on a particular matter.
- (3)
- A foundation meeting may deviate from the provisions of the memorandum of association only with the consent of all subscribers.
§ 270. Minutes of foundation meeting
- (1)
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Minutes shall be taken of a foundation meeting. The minutes shall set out:
- 1)
- the time and place of the meeting;
- 2)
- the resolutions adopted at the meeting;
- 3)
- the voting results;
- 4)
- the names of the members of the management board, the supervisory board and the auditor elected at the meeting;
- 5)
- other circumstances of material importance related to foundation of the public limited company.
- (2)
- The list of subscribers specified in subsection 268 (3) of this Code shall be appended to the minutes of a foundation meeting.
§ 271. Petition for entry in commercial register
- (1)
- In addition to the documents specified in subsection 250 (1) of this Code, the minutes of the foundation meeting shall be appended to the petition for entry of the public limited company in the commercial register.
- (2)
- The management board shall submit a petition for entry of the public limited company in the commercial register within two months after adoption of the articles of association.
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