[ESTABLISHING A BUSINESS ENTITY IN ESTONIA] 177
resolution with respect to each item on the agenda. Second, shareholders whose shares represent at least one-tenth of the share capital may request the removal of a member of the supervisory board by a court. They may also request a meeting of the supervisory board to be called. Third, at the general meeting of shareholders, minority shareholders who hold at least 10% of the shares may demand a resolution on the conduct of a special audit on matters regarding the management or financial situation of the public limited company, and the appointment of an auditor for the special audit. If the general meeting does not decide on the conduct of a special audit, minority shareholders may request that a special audit is conducted and that an auditor for the special audit is appointed by a court. Fourth, minority shareholders who hold at least 10% of the shares may request the change of an auditor appointed by the general meeting from a court if doubt exists concerning the impartiality of the person appointed by the general meeting. The minority shareholders may request of the private limited company that the auditor who prepared the sworn auditor's report participate in the making of the decision to approve the annual report and provide explanations concerning the sworn auditor's report if the shareholders have submitted the corresponding written request at least five days before the general meeting. Fifth, a court shall appoint the liquidators if this is requested by shareholders whose shares represent at least one-tenth of the share capital. Based on the demand of the minority shareholders, a court may recall a liquidator who is a member of the management board, or who has been
appointed in accordance with the articles of association or by a resolution of the shareholders and appoint a new liquidator. Private limited company Any shareholder (without having to meet a qualified minority requirement) has the right to receive information from the management board on the activities of the private limited company and to examine the documents of the private limited company, and the right to file an action to the court to demand the revocation of the shareholders’ resolution which conflicts with the law or the articles of association. Qualified minority consists of any shareholder(s) holding at least 10% of the share capital. Minority shareholders with a qualified minority have the following additional rights. First, they may demand a meeting of shareholders. They may also demand the inclusion of additional issues on the agenda. Second, if the private limited company does not have a supervisory board, minority shareholders with a qualified minority may, with good reason, request the removal of a member of the management board by a court. Third, minority shareholders with a qualified minority may demand a resolution on the conduct of a special audit on matters regarding the management or financial situation of the private limited company, and the appointment of an auditor for the special audit by a resolution of the shareholders. If the shareholders do not decide on the conduct of a special audit, minority shareholders with a qualified minority may request that a special audit is conducted and that an auditor for the special audit is appointed by a court.
ILN Corporate Group – Establishing a Business Entity Series
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