Changing the Share Capital of an OÜ: Legal Framework
Modifying the share capital of a private limited company (OÜ) is a formal procedure governed by the Commercial Code (Äriseadustik). Whether you are expanding or restructuring, strict adherence to the law is mandatory.
Increasing Share Capital
Increasing share capital is regulated under ÄS § 190–198. This can be achieved through new monetary contributions or a bonus issue (using retained earnings or reserves).
- Resolution: A notarized resolution of the shareholders is required.
- Contributions: If increasing via cash, contributions must be deposited before filing with the Commercial Register.
- Registration: An application must be submitted to the Registrar, including the resolution and proof of payment.
Decreasing Share Capital
Decreasing share capital is governed by ÄS § 199–202. This process is more rigorous as it involves protecting creditor interests.
- Resolution: A notarized resolution is mandatory.
- Notification: You must publish a notice in Ametlikud Teadaanded (Official Announcements). Creditors have the right to demand security or performance of obligations.
- Waiting Period: Capital can only be reduced after a three-month notification period has passed and creditor claims have been addressed.
It is vital to ensure that the reduction does not violate minimum capital requirements or jeopardize the company's solvency. Failure to follow these steps can lead to legal complications and personal liability for management.
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