Estonia: even more digital since Corona

All legal persons can hold all meetings online

The Estonian Parliament has passed a new law in response to the corona crisis: all members of deciding bodies of legal persons can now also use their rights online.

Since 23rd May 2020 participation is possible at shareholders’ meetings without physical presence, by technical means, and the same applies to supervisory and management board meetings of all kinds of legal persons. Hybrid options are also permitted – some participants may be physically present and others via digital options. Arrangements must be made to ensure that all participants can also in reality exercise their rights in a virtual meeting and participate in the meeting with all options. This includes watching the session, being able to speak, and vote. If necessary, anonymity of votes must be guaranteed. All existing rules for a meeting will apply accordingly to an electronic meeting.

The use of electronic means is an additional option, but it is not mandatory. The meeting organizer has the power to decide whether to enable digital participation at the meeting. The possibility of holding a meeting by electronic means can be excluded by statute. If the possibility of digital participation at a meeting is foreseen by statute, each participant can rely on this right.

Until now participation at the owners’ meeting of a legal person was possible in practice through physical presence. The only exception was the Estonian OÜ, a private limited liability company, where resolutions could (and still can) be passed without calling a physical general meeting, in accordance with strict rules provided by law. Since 23rd May 2020 the stockholders of Estonian public limited liability companies (AS) also have the same possibility. The strict legal rules have until now not made this option practical to use. We expect that the possibility of digital participation at meetings will be much more popular, especially with shareholders and stockholders who are not residing in Estonia.

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