|
|
§ 352. Methods of reduction of share capital
- (1)
- Share capital may be reduced by a reduction of the nominal values of shares or by the cancellation of shares.
- (2)
- If share capital is reduced by a reduction of the nominal values of shares, share certificates shall be exchanged for new ones or a notation concerning the reduction of the nominal value shall be marked on them. The provisions of subsections 223 (1) and (2) of this Code shall be observed in a reduction of nominal value.
§ 353. Extent of share capital reduction
- (1)
-
Share capital shall not be reduced below the amount of share capital specified in § 222 of this Code or any other minimum amount of share capital provided by law.
(22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- (2)
- Share capital shall first be reduced by way of the public limited companys own shares.
- (3)
- Share capital may be reduced by way of preferred shares only if dividends are paid in full to the holders of such shares.
- (4)
-
The provisions of subsection (1) of this section shall not apply if an increase of share capital at least to the amount of share capital specified in § 222 of this Code or any other minimum amount of share capital provided by law is decided concurrently with a reduction of share capital. Shares which are issued upon a concurrent reduction and increase of share capital may only be paid for by a monetary contribution.
(22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
§ 354. Notice calling general meeting
In order to reduce share capital, the notice calling the general meeting shall set out:
- 1)
- the reason and method for reduction of share capital;
- 2)
- the extent of the reduction of share capital;
- 3)
- the number and classes of shares to be cancelled or the extent of the reduction of the nominal values of shares.
§ 355. Documents presented to special general meeting
If reduction of share capital is decided by a special general meeting, the management board shall present the preceding annual report, approved by the general meeting, and an overview of the economic activities of the public limited company for the current year to the special general meeting.
§ 356. Decision to reduce share capital
- (1)
- A resolution on reduction of share capital shall be adopted if at least two-thirds of the votes represented at the general meeting are in favour. The articles of association may prescribe a greater majority requirement.
- (2)
-
If the public limited company has several classes of shares, a resolution on reduction of share capital shall be adopted if, in addition to the provisions of subsection (1) of this section, at least two-thirds of the votes represented of each class of shares at the general meeting are in favour. The articles of association may prescribe a greater majority requirement.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
If there is a wish to reduce the nominal values of shares or cancel shares other than proportionally from each class of shares in the course of a reduction of share capital, such a resolution shall be adopted if, in addition to the provisions of subsections (1) and (2) of this section, the shareholders whose shares are disproportionately cancelled or the nominal values of which are disproportionately reduced vote in favour of the resolution.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- If the articles of association must be amended due to the reduction of share capital, amendment of the articles of association shall be decided before the reduction of share capital, except if the share capital is reduced in the case specified in subsection 353 (4) of this Code.
§ 357. Resolution on reduction of share capital
A resolution on reduction of share capital shall set out:
- 1)
- the reason for the reduction of share capital;
- 2)
- the extent and method of reduction of share capital;
- 3)
- the number and class of shares to be cancelled or the extent of the reduction of the nominal value of shares;
- 4)
- the term for the return or exchange of shares.
§ 358. Notification of creditors
- (1)
- The management board shall, within fifteen days after adoption of the resolution on reduction of share capital, send written notice concerning the new amount of share capital to the known creditors of the public limited company who have claims against the public limited company which predate the adoption of the resolution on reduction of share capital.
- (2)
-
The management board shall publish two notices concerning the resolution on reduction of share capital with at least a fifteen day interval in the official publication Ametlikud Teadaanded. The notice shall indicate that creditors are to submit their claims within two months.
(20.06.2000 entered into force 12.07.2000 - RT I 2000, 55, 365)
- (3)
- The public limited company shall guarantee the claims of creditors if they are submitted within two months after publication of the last notice. If the due date for fulfilment of a claim has arrived or if a claim is not sufficiently guaranteed, the creditor may demand satisfaction of the claim.
§ 359. Submission of petition to commercial register
- (1)
-
The management board shall submit a petition for entry of the reduction of share capital in the commercial register not earlier than three months after publication of the second reduction of share capital notice. The following shall be appended to the petition:
- 1)
- the resolution of the general meeting;
- 2)
- the minutes of the general meeting;
- 2
-
a notice from the registrar of the Estonian Central Register of Securities confirming that the management board has notified the Register of the reduction of share capital;
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- 3)
- other documents provided by law.
- (2)
- In the petition, the members of the management board shall confirm that the claims of creditors who submitted their claims during the term or who opposed the reduction are guaranteed or satisfied.
- (3)
- The share capital shall be deemed to be reduced as of the making of such entry in the commercial register.
§ 360. Return and replacement of share certificate
- (1)
- The management board shall notify the shareholders of the term approved by the general meeting during which cancelled share certificates shall be removed from commerce or existing shares shall be exchanged for shares of lower nominal value. If the public limited company has bearer shares, a notice of the exchange or removal of share certificates shall be published.
- (2)
- If the term specified in subsection (1) of this section has expired, a share certificate shall be invalid. A shareholder retains the right to exchange an invalid share certificate.
§ 361. Payment to shareholders
- (1)
- Payments may be made to the shareholders upon a reduction of share capital if prescribed in the resolution on reduction of share capital.
- (2)
- The payments specified in subsection (1) of this section may be made not earlier than three months after entry of the reduction of share capital in the commercial register and on the condition that the claims of creditors submitted during the term are guaranteed or satisfied.
§ 362. Simplified reduction of share capital
- (1)
- Share capital may be reduced in order to cover a loss of the public limited company without applying the provisions of § 358 of this Code (simplified reduction of share capital).
- (2)
- A simplified reduction of share capital may be conducted if the reserve fund of the public limited company is insufficient to cover the loss and if the public limited company also does not have other reserves.
- (3)
- The resolution on reduction of share capital shall indicate the loss for the coverage of which the share capital is being reduced.
- (4)
- Available capital which arises upon a simplified reduction of share capital may only be used to cover the loss of the public limited company. If the amount of available capital which arises is greater than the loss, the amount exceeding the loss shall be transferred to the reserve capital.
§ 363. Restriction on profit distribution
- (1)
-
Dividends shall not be paid to shareholders during the year of and two financial years following a simplified reduction of share capital.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- The restriction specified in subsection (1) of this section shall not apply to preferred shares.
|
|
