Põhikiri

Põhikiri is the foundational legal document of many non-profit entities in Estonia, primarily associations (mittetulundusühing) and foundations (sihtasutus). It functions as the charter that defines the entity’s basic identity and operating rules. The document typically specifies the name and registered office, legal form, and the purpose or field of activity, as well as the duration if the entity is not intended to exist indefinitely. For associations it also outlines membership terms, while for foundations it describes founding assets and the conditions under which the foundation operates.

Beyond the basics, põhikiri sets out the structure and governance of the entity. It details the organs (for example, general meeting, management board, and possibly a supervisory board), their competencies, and the procedures for convening meetings, making decisions, and representing the organization in legal matters. It also covers financial management, accounting practices, auditing or supervision requirements, and the rules governing dissolution and the distribution of any remaining assets.

Creation and amendment of a põhikiri are formal processes governed by Estonian law. It is prepared at establishment, may require certification or approval by relevant authorities, and must be registered to confer legal personality. Any amendments typically require a formal decision by the entity’s governing body and must be registered with the appropriate state register to take effect.

Etymologically, põhikiri translates roughly as “charter” or “articles of association.” It is the primary legal instrument that defines an organization’s rights, duties, and governance within the Estonian civil-law framework, ensuring legitimacy and accountability.