In this article, we explain how to add, remove, or modify members of the board of your company in Estonia. Thanks to the power of the e-Residency program of Estonia, this procedure can be done online in a matter of minutes.
Requisites to change the members of the board
There’s at least one document you need to prepare beforehand: a resolution of the current members agreeing to modify the board member structure. We have a template ready for that. Ask us for that template, fill it in with the right data, and send it to us for review. Once we send a PDF back to you, you need to sign in with the DigiDoc4 software.
Open the DigiDoc4 software, then drag and drop this PDF inside. Next, connect the e-Residency ID card with the USB reader. Wait until the message “Sign with ID card” appears in a blue button at the bottom right. Click on that button. It will ask for your PIN2 and generate a .asice document. This is the document that you will need.
Obviously, in order to sign the document digitally, you should have configured the USB reader to work with your e-Residency ID card. Here we explain how to do it.
Accessing the Company Registration Portal and starting the petition
First, you need to log into the company registration portal. If you find some problems logging in, close the browser (exit all windows), reopen it, and try again.
Once inside, you will see a list of your companies. Most probably, there will only be one. Click on the name of your company.
A new screen will appear with the information about your company. Click on “Applications” and then on the “Start a new application” button
You will then see a new screen with some sections containing the data of your company. We will need to change some things.
Let’s see the process of adding a new board member. Eliminating and editing members follow a similar process, just eliminate the member of the board you desire, or change their data, and continue by adding the document later.
Altering the persons in the entry
Go to the “Persons” section. If you want to add a new board member, click on “Add a management board member”. If you want to delete a board member, click on the “Delete” button for that person, and if you want to change the information of that member, click on the “Edit” button for that person.
Let’s show how to add a new member, click on “Add a management board member”.
Now you must enter the country code of the personal identification code, which is Estonia, and the personal code of the new member of the board to be added.
The first and last names should appear automatically. Verify they are correct.
Next, add the starting date for the incorporation of the new board member in the field “Term of office” and the address. Make sure to check the checkbox “I want to enter a foreign address” if the new board member lives outside of Estonia.
Finally, click on “Save”.
When you are finished, check that the list of new members of the board of directors is updated and click on .
Adding the documents for the petition
Now we need to upload the documents supporting our petition. The mandatory one is the .asice document that you signed before.
In order to add that document, go to the “Documents” and click on “Upload documents” or drag and drop the document directly in that area.
For the document that contains the consent of the shareholders (accepting the modification of the board), choose “Resolution of the body”. Notice the green check once you upload it.
Now click on “Next” or in the “Confirmation of the application”.
Confirmation of the application
Scroll down and check that the data is correct. It should indicate that you want to add, modify, or delete a new member of the board, and also mention the document that you uploaded.
Next, you just need to click on “Sign” to sign the application.
Signing the petition
Next, we will sign the petition. In order to do that, click on the “Sign” blue button. Wait until the pop-up appears to choose your certificate, and enter your PIN 2.
If the signature process succeeds, you will see the previous screen with your signature added. Now you can proceed to the payment.
Proceed to payment
Next, you need to choose a way of paying for the state fee. Usually, changing the members of the board is subject to a small fee (around 25€).
If you have an account in an Estonian bank, you can choose to pay directly through a payment link. You will be redirected to your bank.
Otherwise, you need to pay through other methods, such as wire transfers. Pay special attention to the data for the payment, especially the reference number.
Sending the petition to the registry
Once paid, please submit the petition to the registry. When you do the payment, especially with some payment options (like payment through an Estonian bank) you can click on a checkbox to automatically submit the petition to the registry once the payment is completed. It is advisable to do so.
If you don’t receive news from the registry in a couple of days, don’t forget to contact them to ask for updates, mentioning your application ID (which can be found in the application).