Updating a board member is a common part of running an Estonian company. As businesses grow, restructure or bring in new expertise, it becomes necessary to appoint new board members or remove those who are no longer active. Estonia makes this process straightforward, but the change only becomes legally valid when it is registered and approved by the Commercial Register.
Companies often update their board when roles shift, responsibilities change or the business needs additional support at management level. International companies may also appoint a board member to handle signing rights, compliance or operational matters. Whatever the reason, the update must follow the requirements set out in the Commercial Code.
At BBCTallinn, we regularly assist clients with board member changes. We ensure that documents are correctly prepared, digitally signed and submitted to the Commercial Register without delays. With proper preparation, most board updates can be completed quickly and fully online.
Legal Requirements
Board member changes in Estonia are governed by the Commercial Code, which sets out the rules for how companies must appoint or remove board members. These rules apply to all private limited companies and are designed to ensure that management information remains accurate and transparent.
A key requirement is that all changes must be submitted to the Commercial Register. Even if the shareholders have approved the change and all documents are signed, the update is not legally valid until the Commercial Register reviews and confirms it. Until that moment, the previous board composition is still considered official.
Most submissions are completed digitally through the Commercial Register. The documents are signed with an Estonian ID card, e Residency card or Smart ID, which allows companies to manage updates from anywhere in the world. This digital process is one of the reasons Estonia remains attractive for international businesses.
All documents must follow the correct format. The shareholder decision must clearly state the appointment or removal of a board member, and the new board member must provide written consent. If any information is missing or inconsistent with the company’s articles of association, the Commercial Register may request corrections.
When a board member or shareholder cannot sign personally, a power of attorney may be used. This allows a representative to complete the process on their behalf, including preparing documents, signing resolutions and submitting the application.
Who Can Be a Board Member
Estonia offers flexible rules on who can serve as a board member. A board member is responsible for managing the company and representing it in legal and financial matters. Because of this, the Commercial Code sets only a few essential requirements.
A board member can be an Estonian resident or a foreign national. There is no requirement to live in Estonia, hold Estonian citizenship or have a specific visa. This flexibility is especially useful for international companies, as management can be structured around the people most involved in the business.
The main limitation applies to individuals who are under a business ban or have restrictions placed on their right to manage companies. In such cases, the Commercial Register will not approve the appointment.
A person must also have legal capacity. Minors or individuals who cannot legally act on their own behalf cannot serve as board members.
Some companies appoint local board members for practical reasons, such as managing daily operations, signing contracts, or handling communication with banks and service providers. Others appoint foreign board members who manage the business remotely using their digital signature.
As long as the person meets the basic legal requirements and is willing to serve, they may become a board member of an Estonian company.
Documents Required
To change a board member in an Estonian company, two core documents are required. These documents must be prepared correctly and signed before the update can be submitted to the Commercial Register.
Shareholder Decision
The shareholders must formally approve the appointment or removal of a board member. This decision must include:
- the name of the person being appointed or removed
- the date of the decision
- confirmation of the action being taken
- the company’s official details
The decision must be signed digitally by the shareholders or their authorised representative. If the company has only one shareholder, that person issues the decision alone.
Consent of the New Board Member
Anyone joining the board must sign a written consent confirming that they agree to serve as a board member. This ensures that the person accepts the responsibilities and is willing to appear in the Commercial Register.
The consent is usually signed digitally. If digital signing is not possible, a written and scanned version may be used, although the Commercial Register may request additional verification if the signature cannot be validated electronically.
Additional Documentation When Needed
In some cases, the Commercial Register may require extra documents. This can happen when:
- several changes are submitted at the same time
- the articles of association need updating
- information submitted does not match existing records
Ensuring that all documents are consistent and correctly formatted helps avoid delays.
Step by Step Process
Changing a board member in an Estonian private limited company follows a structured and fully digital process. When the documents are prepared correctly, updates are usually approved quickly by the Commercial Register.
1. Prepare the Shareholder Decision
The shareholders must approve the board change through a formal decision. This document states whether a board member is being appointed or removed and must be signed digitally.
2. Obtain the New Board Member’s Consent
The person joining the board signs a written consent confirming that they accept the role. This consent must be included in the application.
3. Submit the Application to the Commercial Register
Once the documents are ready, the board change is submitted through the Commercial Register. The application must include the shareholder decision, the new board member’s consent and confirmation that the information is accurate.
The submission can be completed using an Estonian ID card, e Residency card or Smart ID.
4. Pay the State Fee
A state fee is required for processing the board change. Payment is made directly through the Commercial Register at the time of submission.
5. Wait for Approval
The Commercial Register generally approves simple board changes within a few working days. The new board member officially takes their position only after the approval is recorded.
Using a Power of Attorney
A power of attorney can be used when a shareholder or board member cannot sign the required documents personally. This is common when individuals live abroad or do not have access to an Estonian digital signature. Estonia recognises representation through a power of attorney as long as it meets the necessary formal requirements.
When Power of Attorney Is Useful
A representative may complete any of the following steps:
- sign the shareholder decision
- submit the application to the Commercial Register
- provide supporting documents
- communicate with the authorities on behalf of the company
This allows board changes to be completed efficiently even when key individuals cannot participate directly.
Signing Requirements
The rules for issuing a power of attorney depend on where it is signed:
- If signed in Estonia, it is usually issued as a standard notarial or digitally signed document.
- If signed abroad, it often needs to be notarised.
- Many countries also require an apostille or consular legalisation for the power of attorney to be accepted in Estonia.
The document must clearly state what the representative is authorised to do, including signing decisions and submitting applications related to board changes.
Submission Through the Commercial Register
Once the power of attorney is in place, the representative may sign and file the board change on behalf of the company. The Commercial Register accepts digitally signed files or scanned documents if the original format meets legal requirements.
Using a properly prepared power of attorney helps ensure that board changes can be completed smoothly, even when participants are located in different countries.
Timelines and Costs
Board member changes in Estonia are usually straightforward and fast, especially when all required documents are prepared correctly. Understanding the expected timelines and potential costs helps companies plan the process efficiently.
How Long the Process Takes
The duration depends mainly on how quickly the documents are signed and how soon the application is submitted to the Commercial Register.
- Document preparation and signing: Usually completed within one or two days when all parties are available.
- Commercial Register processing time: Most applications are reviewed within a few working days.
- Overall timeline: Simple board changes are often completed within a week.
Delays occur when documents do not meet legal requirements, signatures cannot be verified or the Commercial Register requests clarifications.
State Fees
A state fee is required for submitting a board change. The payment is made directly through the Commercial Register at the time of application.
Possible Additional Costs
Depending on the situation, there may be extra costs, including:
- Power of attorney notarisation: If a POA is issued abroad, it may require notarisation, apostille or legalisation.
- Translation: Documents in a foreign language may need to be translated into Estonian.
- Service provider support: Companies may choose to hire professional assistance to prepare documents, ensure compliance and manage the submission process.
These costs vary depending on the country of origin and the complexity of the board change.
Common Mistakes to Avoid
Although board member changes in Estonia are simple in principle, certain mistakes can delay approval or lead to rejected applications. Being aware of these issues helps ensure a smooth and efficient process.
Incorrect or Incomplete Shareholder Decisions
The most common issue is a shareholder decision that does not follow the correct format. The decision must clearly state who is being appointed or removed and must be signed properly. Any missing information or formatting errors can result in the Commercial Register requesting corrections.
Missing Board Member Consent
A board change cannot be registered without the new board member’s signed consent. If the consent is missing, incorrectly formatted or not signed digitally in a verifiable way, the submission may be rejected.
Using Signatures That Cannot Be Verified
The Commercial Register accepts digital signatures that comply with Estonian requirements. If someone signs with a format that cannot be verified, or if the file is corrupted or incomplete, the update cannot be processed.
Submitting Information That Does Not Match the Articles of Association
If the company’s articles of association require a specific number of board members, have special rules about representation or include unique signing requirements, these must be respected. Any inconsistency will prevent the Commercial Register from approving the change.
Overlooking the Need for Power of Attorney Formalities
If a representative signs on someone’s behalf, the power of attorney must meet Estonian legal requirements. POAs issued abroad often need notarisation and an apostille. Incorrect POAs are one of the most frequent causes of delay.
Avoiding these mistakes helps ensure that the change is registered quickly and without complications.
How BBCTallinn Can Help
Making changes to the management of an Estonian company is a straightforward process when everything is prepared correctly, but for many businesses the details can still feel technical or unfamiliar. BBCTallinn supports clients throughout every stage of the board change to ensure that the update is registered smoothly and without delays.
Our assistance typically includes:
- preparing shareholder decisions in the correct format
- drafting and organising the consent of the new board member
- reviewing the company’s articles of association to ensure the update complies with internal rules
- submitting the application through the Commercial Register
- managing the process with a power of attorney when clients are unable to sign or file documents themselves
- guiding clients on any follow up actions, such as updating beneficial owners
With experience working with both local and international companies, we help ensure that everything is properly documented, signed and submitted in line with Estonian law. This allows businesses to complete board changes efficiently and continue operating without interruption.
Conclusion
Changing a board member in an Estonian company is a simple process when the right steps are followed. With correctly prepared documents, proper digital signatures and a complete submission to the Commercial Register, most updates are approved quickly and without complication. Whether a company is reorganising its management, adding new expertise or updating outdated information, handling the change properly helps keep its operations compliant and efficient.
If you prefer to have the process managed for you, BBCTallinn can prepare the required documents, coordinate signing and file the update on your behalf. We assist both local and international clients and ensure that every detail meets Estonian legal requirements.
If you need help with a board member change or are unsure where to begin, you are welcome to get in touch with BBCTallinn for clear guidance and professional support.
Whether a company is reorganising its management, bringing in new expertise or simply updating outdated records, following the required steps helps maintain compliance and ensures smooth continued operations. When needed, a power of attorney allows the entire process to be completed even when key individuals are abroad or unable to sign personally.
For companies that prefer professional support, BBCTallinn assists with preparing documents, managing submissions and ensuring that every stage of the process meets Estonian legal requirements. With the right guidance, updating a board member becomes a simple task that keeps your company information accurate and fully up to date.
