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Estonia: The Riigikogu passed an Act that simplifies the transfer of shares of private limited companies

NordenBladet — At today’s sitting, the Riigikogu passed an Act that simplifies the transfer of shares of private limited companies and eliminates unnecessary restrictions and formal requirements.

Under the Act on Amendments to the Commercial Code (transfer of share) (148 SE, consolidated Bills 101 SE and 117 SE), initiated by the Legal Affairs Committee and the Government, the minimum value of a share is set at one cent instead of the current one euro. The formal requirement for a transaction constituting an obligation to transfer or pledge a share that currently applies to all private limited companies is repealed. A private limited company with a share capital meeting the minimum requirement is allowed to provide in its articles of association with the consent of all partners that a disposition for the transfer or pledge of a share can be carried out under a simplified procedure, that is, in a format which can be reproduced in writing.

The minimum value of a share is set at one cent instead of the current one euro, which will allow the amounts of the shares of private limited companies to be determined more flexibly. Under the current law, a transaction constituting an obligation to transfer or pledge a share, as well as a disposition, must be notarised (except in the case when the shares of the private limited company have been entered in the Estonian register of securities).

Toomas Kivimägi (Reform Party) who took the floor in the debate noted that the Act created competitive conditions for engaging additional capital. He said that would avoid undertakings moving to neighbouring countries where so far more lenient requirements regarding the engagement of capital had been in place compared to Estonia, and thus would avoid causing damage to the Estonian economy and enterprise.

68 members of the Riigikogu voted for the passing of the Act.

The Bill on Amendments to the Bank of Estonia (Eesti Pank) Act (97 SE), initiated by the Finance Committee, passed the second reading. It will specify the bases for the formation of the membership of the Supervisory Board of the Bank of Estonia, and the requirements for members of the supervisory board, and the term of their mandate.

According to the Bill, the Supervisory Board includes representatives of the factions of the Riigikogu, and four experts in the field nominated by the Chairman of the Supervisory Board. It will be specified that the members of the Supervisory Board of the Bank of Estonia will have to have sufficient knowledge and experience to participate in the work of the board, and no member of the Supervisory Board may be appointed for more than two consecutive terms. The amendment will ensure legal clarity in the appointment of members of the Supervisory Board of the Bank of Estonia and will preclude a situation where the appointment of a new membership of the Supervisory Board may be delayed in the future.

The second reading of the Bill was suspended at the sitting of the Riigikogu on 17 December, and after that the European Central Bank was asked to provide its opinion on the Bill in order for the proceedings to be continued. During the second reading, the Finance Committee submitted two motions to amend the Bill which aimed to ensure sufficient clarity of the definitions used and the proceedings provided for in the Bill. The motions will specify how the factions of the Riigikogu will nominate their candidates to the Supervisory Board of the Bank of Estonia and how the representatives of the factions will be appointed. They will also specify the procedure for the appointment of alternate members and the duration and functioning of their mandate in cases where a judgment of conviction in a criminal case enters into force with regard to a member of the Supervisory Board of the Estonian Bank or prohibition on business is imposed on him or her.

The Bill on Amendments to the Estonian Public Broadcasting Act (122 SE), initiated by the Estonian Reform Party Faction, passed the first reading. It will extend the target group and the range of persons with hearing disabilities to whom the Estonian Public Broadcasting must ensure the availability of the original programmes offered by the television programme services as far as possible.

With the Bill, the word “vaegkuuljatele” (“persons with hearing disabilities”) will be replaced with the words “kuulmispuudega inimestele” (“persons with hearing disabilities”) in the third sentence of clause 5 (1) 1) of the Estonian Public Broadcasting Act. The essential meaning of this sentence is that the original programmes of the Estonian Public Broadcasting must be made available to the maximum extent to people with hearing disabilities as far as possible. Original programmes also include, among other things, public communications, speeches and welcoming addresses by heads of state that are intended for the whole society and are broadcast on national television which currently do not always come with translation into sign language.

Jüri Jaanson (Reform Party) who presented the Bill pointed out the different communication needs of people with different extents of hearing loss. He said that people who were hard of hearing needed subtitles, and deaf people needed their native sign language, to understand speech. Jaanson emphasised that it was important to take into account the needs of deaf people who used sign language and to involve them in the Estonian information space and society.

Member of the Cultural Affairs Committee Marko Šorin (Centre Party) presented the opinions on the Bill that had been submitted to the committee, and gave an overview of the discussions that had been held at the committee sittings. Šorin pointed out that the committee supported the concluding of the first reading of the Bill.

During the debate, Helmen Kütt (Social Democratic Party) and Jüri Jaanson (Reform Party) took the floor on behalf of the factions.

 

Source: Parliament of Estonia

 


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