Quick answer
To change a board member of an Estonian company, the shareholders adopt a resolution electing or removing the member, and the change is filed in the e-Business Register with the resolution attached. The new member signs the application, which counts as their consent, together with an existing board member or, if the only member is being replaced, with a shareholder. The state fee is €25 per application and the registrar makes the entry within five working days. A new member without an e-Residency card signs through an Estonian notary, usually by power of attorney.
Boards change for ordinary reasons: a co-founder joins, a partner leaves, the founder hires a manager and steps back, or the only board member moves on and wants their name off the register. In an Estonian OÜ the shareholders own the company, and the management board, usually a single person, runs it and signs for it. Changing the board changes who runs the company, not who owns it, and the procedure has two parts: the shareholders decide, and the Commercial Register records the decision. The decision binds the people involved from the day it is made; the entry is what banks, the tax authority and everyone else rely on until it is changed.
This guide covers that procedure for a private limited company (osaühing, OÜ), whose board member is often called the director in English. It explains who decides, what is filed and by whom, what it costs and how long it takes, and what changes when someone cannot sign digitally. The role itself, with its duties, contract and personal liability, is covered in our guide to board members of an Estonian company.
Adding, Replacing or Removing a Board Member: What Changes in Each Case
Every change to the board goes through the same application in the e-Business Register. What differs is what the shareholders’ resolution says, who signs the application, and whether a fee is due.
| Situation | Shareholders’ resolution | Who signs the application | State fee |
|---|---|---|---|
| Add a board member, the existing board stays | Elects the new member; check that the articles allow the new board size | The new member and an existing board member | €25 |
| Replace a board member | Removes the old member and elects the new one in one resolution | The new member together with a shareholder | €25 |
| Remove a board member, others remain | Removes the member | At least one remaining board member | €25 |
The articles of association decide how much paperwork the change needs. They state how many board members the company may have, often one to five. If the articles allow a single member and you want two, they are amended in the same application, which needs two thirds of the votes and the full new text of the articles. A company may not be left without a board, so when the only member leaves, the removal and the new appointment go into one resolution. It makes no difference where the new member lives, because Estonian law sets no residency requirement for the board. What matters is whether everyone who has to sign can do so digitally.
The Shareholders’ Resolution and the New Member’s Consent
Under the Commercial Code, the board members of an OÜ are elected and removed by the shareholders, unless the company has a supervisory board, which small companies rarely do. A simple majority of the votes cast is enough both to elect and to remove, unless the articles set a higher threshold, and no reason has to be given for a removal. The resolution names the person and the date the change takes effect, and a member is elected for an unlimited term unless the articles set one. Nobody can be put on a board against their will. The new member must expressly consent and confirm that nothing in law prevents them from holding the office, such as a business prohibition. With an Estonian digital signature both are given by signing the application in the portal; without one, they are written into the notarised document described below.
The resolution is normally recorded in the minutes of a shareholders’ meeting or, as in most small companies, in a resolution signed by all shareholders without a meeting. The e-Business Register offers pre-filled templates for both inside the application, so a sole shareholder who adds a partner usually does not need to draft anything.
How to Change a Board Member in the e-Business Register: Step by Step
The portal procedure follows the official instructions of the e-Business Register and takes a few minutes once the resolution is ready.
- Log in to the e-Business Register with your ID card, e-Residency card, Mobile-ID or Smart-ID and open My dashboard. A newly elected member who does not yet see the company uses Search for a legal person and confirms the right to change its data.
- Open the company, choose Change data and go to the Persons section. Add the new board member with their name, personal identification code and country, and remove the departing member in the same place.
- In the Documents section, attach the shareholders’ resolution, or generate it from the portal’s template and have the shareholders sign it digitally. A resolution signed on paper is scanned and attached, and the original is posted to the registration department of Tartu County Court.
- Sign the application. When a member is added, the new member and an existing member both sign. When the only member is replaced, a shareholder signs alongside the new member, because the register needs a signature from someone it already knows. If the outgoing member is still in office on the day of filing, they can sign instead of the shareholder. A removed member never has to sign, and if nobody new is added, one remaining member signs.
- Pay the €25 state fee through the bank link and submit. The fee is charged per application, so a new address or email filed at the same time costs nothing extra.
- The registrar reviews a change application within five working days and sends a notice to the company’s email. Download a fresh registry card the same day, because the bank will ask for it.
Appointing a Board Member Without an e-Residency Card
Online filing needs an Estonian digital signature from everyone who has to sign. Where the new member, or the only remaining member, has none, the application goes through an Estonian notary, as it does for many foreign-owned companies with every register change. The notary certifies the signature on the application and files it with the register, and the registrar’s five working days run from that filing. A new member without an Estonian personal code is entered in the register with the identification number of their own country and their date of birth. The entry is valid, but they cannot log in to the portal for the company until they hold an e-Residency card, so a new member who will run the company day to day should apply for e-Residency early.
The signature reaches the notary in one of two ways. The new member comes to Tallinn and signs in person, with an interpreter if they do not speak Estonian, which gets the change done in about a week. Or they sign a power of attorney before a notary in their own country, have it apostilled where that country requires it, and send it to Estonia. A sworn translator renders it into Estonian, and a representative signs at the notary on their behalf. The power of attorney must contain the new member’s own consent and their confirmation that they are legally entitled to be a board member, because the representative cannot give either for them. This route takes two to three weeks, most of it spent on the apostille, the courier and the translation. The rest of what the document must say is set out in our guide to registering a company without e-Residency, and the same wording serves for a board change.
After the Entry: What Else Changes
State authorities read the board composition from the Commercial Register, so there is nothing to file with the Tax and Customs Board about the appointment itself. Everything else needs a message from you, and a few items are easy to forget.
| Item | What to do after the register entry |
|---|---|
| Bank and payment accounts | Register the new member as a signatory with the fresh registry card and remove the departed one. Access rights do not change on their own |
| e-MTA, the online tax portal | The new member gets access as a legal representative once the entry is made. Review the rights given to the accountant and others, and remove any the departed member no longer needs |
| Employment register | If the new member will receive a board member fee, enter them in the employment register of the Tax and Customs Board before the first payment, and close the departed member’s entry |
| Beneficial owner entry | If the board was registered as the beneficial owner because no shareholder holds more than 25%, update the entry within 30 days |
| Address and contact person | The company keeps its Estonian legal address whoever sits on the board; a licensed contact person is compulsory only when the registered address itself is abroad. Check that both are still in place |
| Board member contract | Removal ends the office, not the contract. Terminate the board member agreement on its own terms and settle any fee due |
| Licences, marketplaces, payment providers | Tell any authority or platform that recorded the old director, and revoke the authorisations that member gave |
Changing Your Board With Eesti Firma
We prepare the shareholders’ resolution, the consent and the application, file the change for companies whose board members can sign digitally and arrange the notary for those who cannot. When the new member has no e-Residency card, our legal team drafts the power of attorney with the consent and eligibility statement the register requires and books the notary. Our accountants update the employment register and the beneficial owner entry at the same time. If the change comes with a new shareholder or a new registered address, it goes into the same application for the same €25.
Frequently Asked Questions
The state fee is €25 per application, whatever else is changed at the same time. If nobody can sign digitally, add the notary’s fee and, for documents signed abroad, the cost of the apostille and a sworn translation.
Online, the resolution and the application can be signed on the same day, and the registrar makes the entry within five working days. Through a notary in Tallinn, about a week; by power of attorney from abroad, two to three weeks.
When a member is added, the new member and an existing member sign. When the only member is replaced, the new member signs together with a shareholder. A removed member’s signature is not needed, and the shareholders’ resolution is attached in every case.
Yes. The new member signs through an Estonian notary, in person in Tallinn or by a notarised power of attorney that includes their consent. To run the company online afterwards, they will need an e-Residency card and the Estonian personal code added to the register entry.
No. The board runs the company and the shareholders own it. A new board member gets no shares, and a departing one keeps theirs. Changing the owners is a separate transaction, described in our guide to transferring shares in an Estonian OÜ.
