How Do I Add, Remove, or Modify Members of My Company’s Board of Directors?
Thanks to e-Residency, you can perform this procedure online in minutes and through the registration process.
✅ Previously you must have configured the USB reader to work with your e-resident ID card, which will allow you to sign the document digitally. Here we explain how to do it.
✅ It is necessary that you also prepare in advance the resolution of the current members. They agree to modify the structure of the board members . We can provide you with a template for this resolution.
Once you've completed it with the correct details, you need to send it to us for review. Then, we will send you a PDF, and you have to log in with the DigiDoc4 software.
Open the DigiDoc4 software, and then drag and drop this PDF inside. Then connect the e-resident card to the USB reader. Wait until the "Sign with ID card" message appears on a blue button at the bottom right. Click on that button. It will ask you for your PIN2 and generate a .asice document, which is the one you'll need.
First, you must log in to the e-Business Register. If you're having trouble logging in, please close your browser (exit all windows), open it again, and try again.
Once inside, you'll see a list of your companies. Chances are there's only one. Click your company name.
A new screen will appear with information about your company. Then click on "Applications" and the "Start a new application" button.
Then, you'll see a new screen with some sections that contain your company data.
Removal and editing of members follow a similar procedure. Delete the appropriate board member, change their details, and add the document later.
Go to the "Persons" section, and then:
If you want to add a new member to the board, click "Add a management board member."
If you want to delete a board member, click the "Delete" button by selecting that person.
If you want to change that member's information, click the "Edit" button.
These are the steps to add a new member:
First, click on "Add a management board member."
Then, enter the country code of the personal identification code, Estonia, and the personal code of the new board member you're adding. First and last names must appear automatically. So make sure they're correct.
Next, add the new board member onboarding start date in the "Term of office" field and address.
Check the box "I want to enter a foreign address" if the new board member lives outside Estonia.
Click "Save" and verify that the list of new board members is up to date.
We now need to upload the documents that support our request. It is mandatory to upload the .asice document that you signed before.
To add that document, go to "Documents" and click "Upload documents," or drag and drop it directly.
For the document containing the shareholders' consent (accepting the board modification), choose "Resolution of the body." Look at the green check once you upload it.
Now click "Next" or "Confirmation of the application."
Scroll down and check that the data is correct. Next, you must indicate that you want to add, modify or delete a new board member and mention the uploaded document.
Then you must click "Sign" to sign the request.
To sign the petition, click on the blue "Sign" button. Then wait until the pop-up appears to choose your certificate and enter your pin 2.
If the signature process was successful, you would see the previous screen with your signature added. You can now proceed with payment.
Next, you need to choose a way to pay the state fee. Change of board members is usually subject to a small fee (around €25).
If you have an account with an Estonian bank, you can pay directly through a payment link. It will redirect you to your bank.
If that's not the case, you'll need to pay using other methods, such as bank transfers. Check the payment details, especially the reference number.
Once you've made the payment, it is time to send the request to the registry.
This can happen with some payment options (for example, payment through an Estonian bank) that allow you to click on a checkbox to automatically send the request to the registry once you've completed the payment. However, it is not advisable to do so.
If you don't hear from the registry in a couple of days, don't forget to contact them to request updates, mentioning your request ID (which you can find in the request).
Adding a shareholder to your company typically involves transferring shares or increasing the company's share capital. This can be done online through remote authentication. Remote authentication allows notarial acts to be conducted via video and facial recognition, but it is optional and requires approval from the notary.
When adding a shareholder, you should consider that:
Each new shareholder must increase your company's minimum share capital contribution by €0.01.
Often, when shares are divided 50-50, the company is not sustainable, as it requires consensus from the shareholders.
If you already have multiple shareholders and wish to add more by increasing the share capital, at least 2/3 of the shareholders must agree.
Current shareholders have the preemptive right to subscribe for new shares, meaning they can maintain their ownership proportion in the company when new shares are issued.
Adding or changing shareholders may also require changes to the articles of association, and a state fee of 25 euros would apply for the modification of the registry. Legislative changes allow for the transfer of shares if agreed unanimously by existing shareholders and if the company has a fully paid share capital of at least €10,000.
Requirements for modifying board members
✅ Previously you must have configured the USB reader to work with your e-resident ID card, which will allow you to sign the document digitally. Here we explain how to do it.
✅ It is necessary that you also prepare in advance the resolution of the current members. They agree to modify the structure of the board members . We can provide you with a template for this resolution.
Once you've completed it with the correct details, you need to send it to us for review. Then, we will send you a PDF, and you have to log in with the DigiDoc4 software.
Open the DigiDoc4 software, and then drag and drop this PDF inside. Then connect the e-resident card to the USB reader. Wait until the "Sign with ID card" message appears on a blue button at the bottom right. Click on that button. It will ask you for your PIN2 and generate a .asice document, which is the one you'll need.
1. Access the e-Business Register and start the application
First, you must log in to the e-Business Register. If you're having trouble logging in, please close your browser (exit all windows), open it again, and try again.
Once inside, you'll see a list of your companies. Chances are there's only one. Click your company name.
A new screen will appear with information about your company. Then click on "Applications" and the "Start a new application" button.
Then, you'll see a new screen with some sections that contain your company data.
2. Alter the persons in the entry
Removal and editing of members follow a similar procedure. Delete the appropriate board member, change their details, and add the document later.
Go to the "Persons" section, and then:
If you want to add a new member to the board, click "Add a management board member."
If you want to delete a board member, click the "Delete" button by selecting that person.
If you want to change that member's information, click the "Edit" button.
These are the steps to add a new member:
First, click on "Add a management board member."
Then, enter the country code of the personal identification code, Estonia, and the personal code of the new board member you're adding. First and last names must appear automatically. So make sure they're correct.
Next, add the new board member onboarding start date in the "Term of office" field and address.
Check the box "I want to enter a foreign address" if the new board member lives outside Estonia.
Click "Save" and verify that the list of new board members is up to date.
3. Add documents
We now need to upload the documents that support our request. It is mandatory to upload the .asice document that you signed before.
To add that document, go to "Documents" and click "Upload documents," or drag and drop it directly.
For the document containing the shareholders' consent (accepting the board modification), choose "Resolution of the body." Look at the green check once you upload it.
Now click "Next" or "Confirmation of the application."
4. Confirmation of the application
Scroll down and check that the data is correct. Next, you must indicate that you want to add, modify or delete a new board member and mention the uploaded document.
Then you must click "Sign" to sign the request.
5. Sign the application
To sign the petition, click on the blue "Sign" button. Then wait until the pop-up appears to choose your certificate and enter your pin 2.
If the signature process was successful, you would see the previous screen with your signature added. You can now proceed with payment.
6. Proceed to payment
Next, you need to choose a way to pay the state fee. Change of board members is usually subject to a small fee (around €25).
If you have an account with an Estonian bank, you can pay directly through a payment link. It will redirect you to your bank.
If that's not the case, you'll need to pay using other methods, such as bank transfers. Check the payment details, especially the reference number.
7. Sending the request to the registry
Once you've made the payment, it is time to send the request to the registry.
This can happen with some payment options (for example, payment through an Estonian bank) that allow you to click on a checkbox to automatically send the request to the registry once you've completed the payment. However, it is not advisable to do so.
If you don't hear from the registry in a couple of days, don't forget to contact them to request updates, mentioning your request ID (which you can find in the request).
How to Add Shareholders?
Adding a shareholder to your company typically involves transferring shares or increasing the company's share capital. This can be done online through remote authentication. Remote authentication allows notarial acts to be conducted via video and facial recognition, but it is optional and requires approval from the notary.
When adding a shareholder, you should consider that:
Each new shareholder must increase your company's minimum share capital contribution by €0.01.
Often, when shares are divided 50-50, the company is not sustainable, as it requires consensus from the shareholders.
If you already have multiple shareholders and wish to add more by increasing the share capital, at least 2/3 of the shareholders must agree.
Current shareholders have the preemptive right to subscribe for new shares, meaning they can maintain their ownership proportion in the company when new shares are issued.
Adding or changing shareholders may also require changes to the articles of association, and a state fee of 25 euros would apply for the modification of the registry. Legislative changes allow for the transfer of shares if agreed unanimously by existing shareholders and if the company has a fully paid share capital of at least €10,000.
Updated on: 04/06/2024
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