Who can be a management board member?
Estonian company formation : If you set up and run a company , a management board member has to meet the following requirements:
A natural person (according to Estonian law, no legal person can be a management board member)
An Estonian e-resident with a valid digital ID (in order to be able to make decisions and sign official documents remotely)
Not a politically exposed person
Credible and with a clean background (no business-related penalties, restrictions, issues across the world)
Nationality: no limitations
Current actual location: no limitations (except a short list of countries not supported currently)
If you do not run your company physically in Estonia, you need a local contact person to be assigned in Estonia who is authorized to receive procedural documents in the name of the company (as a ‘messenger’), if the documents cannot be delivered directly to the management board members.
Please note that all management board members of an Estonian company are listed in public records, available for anybody interested, so you cannot expect to keep them confidential.
What is the liability of a management board member?
When you have registered a company , your company is a limited liability company (OÜ, osaühing in Estonian). This means you, as a shareholder, are legally responsible for the debts of your company only to the extent of the nominal value of your shares.
However, apart from being a shareholder, you are also a management board member of your company, having additional rights and responsibilities.
A management board member of a private limited liability company (OÜ) in Estonia is responsible for the entire company’s activities, taking into account the limited liability nature of the company. If a management board member fails to fulfill his/her obligations through deliberate action or by gross negligence, he/she could also become personally liable (creditors could pursue you in person for the company’s debt), according to the law. To avoid this, you as a management board member must keep the company in compliance, and ensure fulfillment of your obligations with due diligence.
Can my company have a management board member who isn’t a shareholder?
Yes, your company can have a management board member who isn’t a shareholder of the company simultaneously, and vice versa. In other words, the legal roles of shareholder and management board member come with different rights and responsibilities, but aren’t interlinked. However, a company is required to have at least 1 shareholder and 1 management board member.
When you establish and run a company, you’re likely to be the single shareholder and management board member of your company, fulfilling both roles simultaneously.
How can I add a new management board member?
If you have a justified business need to add an additional management board member to your company, please send the details of the new board member to your accountant:
Name (as it appears on his/her Estonian e-resident card)
Personal ID (as it appears on his/her Estonian e-resident card)
Current contact address
The accountant’ll prepare the necessary documentation to register the new board member, and will send you the relevant instructions to execute the process.
Both you (as the shareholder of the company) and the new board member can perform all your tasks during the process remotely using your digital ID. Usually the process takes up to 5 business days (if all documents are filled out and signed correctly), and costs €18 (the state fee).
How can I terminate an existing management board member?
As you’ve established your company via LeapIN, you’re likely to be the single shareholder and management board member of your company. Since a company is required to have at least 1 management board member, you cannot terminate your status as the only board member, unless you, as the shareholder, assign a new board member simultaneously .
If your company has more than one management board member currently, and if there’s a need to terminate one of them, please let us know accordingly. We’ll prepare the necessary documentation and send you the relevant instructions to execute the process. You can perform all the tasks remotely by using your digital ID. Usually the process takes up to 5 business days (if all documents are filled out and signed correctly), and costs €18 (the state fee).