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§ 272. Equality of shareholders
The shareholders shall be treated equally under equal circumstances.
§ 273. Obligation of shareholder to pay contributions
A shareholder shall not be required to make a contribution exceeding the nominal value and premium of the share.
§ 274. Prohibition on refund of contribution and on accrual of interest on contribution
- (1)
- A contribution paid by a shareholder shall not be refunded, nor shall any interest be paid on a contribution.
- (2)
- Payment of the purchase price by the public limited company upon repurchase of its own shares shall be deemed not to be a refund of contribution.
§ 275. 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 during the term specified in the letter, indicating that the shareholder shall lose the shareholders share if payment is not made. The term for payment shall be at least fifteen days after the notice is sent.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (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.
§ 276. Payment to shareholders
- (1)
-
A public limited company may only make payments to shareholders from net profit or from undistributed profit from previous financial years from which uncovered losses from previous years have been deducted, pursuant to law.
(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) according to the nominal values of the shareholders shares. The articles of association may prescribe different rights attaching to different classes of shares with regard to distribution of profit.
(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)
§ 277. Procedure for payment of dividends
- (1)
-
Dividends may be paid once a year on the basis of the approved annual report.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- The procedure for payment of dividends shall be prescribed in the articles of association or by a resolution of the general meeting.
§ 278. Amount of dividend
The amount of a dividend shall be approved by the general meeting. The management board shall present a proposal concorded with the supervisory board. Payments shall not be made to shareholders if the net assets of the public limited company, as apparent from the annual report approved at the end of the previous financial year of the public 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.
(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)
§ 279. Payment of dividend
- (1)
- A shareholder has the right to demand payment of a dividend prescribed by a resolution of the general meeting.
- (2)
- The dividend shall be paid in money. Upon the consent of the shareholder, the dividend may also be paid in other property.
§ 280. Return of illegal dividend
- (1)
- If a shareholder is paid a dividend greater than the shareholder has the right to receive, the shareholder shall return it 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.
§ 281. Prohibited loans
- (1)
-
A public limited company shall not grant a loan:
- 1)
- to one of its shareholder whose shares represent more than 1 per cent of the share capital;
- 2)
- to a shareholder or member of its parent undertaking, whose shares represent more than 1 per cent of the share capital of the parent undertaking;
- 3)
- to a person to acquire shares of the public limited company;
- 4)
-
to a member of its management board or supervisory board or its procurator.
(22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- (2)
- (Repealed - 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- (3)
-
A public 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)
§ 282. Subscription for own shares
- (1)
-
A public limited company shall not itself or through a third person acting at the expense of the public limited company subscribe for its own shares.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- A subsidiary shall not subscribe for shares of its parent undertaking.
§ 283. Acquisition or taking as security of own shares
- (1)
-
A public limited company shall not itself or through a third person acting in its own name but at the expense of the public limited company acquire or take as security its own shares unless otherwise provided by law.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
The acquisition or taking as security of its own shares by a public limited company shall be permitted if:
- 1)
- this occurs within one year after adoption of a resolution of the general meeting 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;
- 2)
- the sum of the nominal values of the shares held or taken as security by the public limited company does not exceed one-tenth of the share capital; and
- 3)
- the shares are paid for from assets exceeding the share capital, reserve capital and premium.
- (3)
-
The public limited company may acquire shares by a resolution of the supervisory board without a resolution of the general meeting if the acquisition of shares is necessary to prevent significant damage to the public limited company. The shareholders shall be informed of the circumstances surrounding and the details of the acquisition of shares at the next general meeting of shareholders.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
- A public limited company may acquire its own shares without the restrictions provided for in subsection (2) of this section if the shares are acquired by succession.
- (5)
- A public limited companys own shares shall not grant the public limited company any rights of a shareholder.
§ 284. Transfer of own shares
- (1)
- A public 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 a public limited company acquires or takes as security its own shares pursuant to subsections 283 (3) or (4) of this Code, and the sum of their nominal values exceeds one-tenth of the share capital, the shares in excess of the one-tenth shall be transferred or the taking as security shall be terminated within six months after the acquisition.
- (3)
- If a public limited company acquires or takes as security its own shares illegally, the shares shall be transferred or the taking as security shall be terminated within three months after the acquisition or taking as security.
- (4)
- If the shares are not transferred or the taking as security is not terminated during the term specified in subsections (1), (2) or (3) of this section, the shares shall be cancelled and the share capital reduced accordingly.
§ 285. Mutual acquisition of shares
A subsidiary may acquire or take as security shares of its parent undertaking on 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 such shares or taken such shares as security.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 286. Jointly held share
- (1)
- A share may be jointly held by several persons. The persons shall be solidarily liable for the obligations attaching to the share.
- (2)
- If a registered share is held by several persons jointly, the persons may demand that all names be entered on the share certificate and in the share register.
- (3)
-
In order to exercise shareholder rights, the persons shall appoint a joint representative.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 287. Right of shareholder to information
- (1)
- A shareholder has the right to receive information on the activities of the public limited company from the management board at the general meeting.
- (2)
- The management board may refuse to give information if there is a basis to presume that this may cause significant damage to the interests of the public limited company.
§ 288. Publication of notices
If a public limited company has bearer shares, all notices of the public limited company to its shareholders shall be published in the newspaper specified in the articles of association.
§ 289. Liability of shareholder
- (1)
-
A shareholder shall be liable for any damage intentionally caused or caused due to gross negligence to the public limited company, another shareholder or third persons, in the capacity of shareholder.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- A shareholder shall not be liable for any damage caused if the shareholder did not participate in the adoption of the resolution of the general meeting which was the basis for the cause of damage or if the shareholder voted against the resolution.
§ 289 Public limited company with one shareholder
- (1)
- If all the shares in a public limited company belong to one single shareholder or if, in addition to the single shareholder, the shares of the public limited company are owned only by the private limited company itself, the management board shall immediately submit a corresponding written notice to the registrar of the commercial register. The notice shall set out the name, address and personal identification code or registry code of the single shareholder. The notice shall be preserved in the business file.
- (2)
-
The members of the management board shall be solidarily liable for damage caused by violation of the notification requirement provided for in subsection (1) of this section.
(22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
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