asutamisdokumendid

Asutamisdokumendid are the legal instruments that establish a legal entity and define its initial structure and operation. They are prepared by the founders and, in many jurisdictions, submitted to the competent registry to obtain legal personality. The documents set the framework for how the entity is created, how it will be governed, and how it may be dissolved.

Typical contents include the form of the entity, name and registered office, the purpose or mission, duration, and the initial capital or assets. They also specify ownership or membership rights, the governance organs (such as board or general meeting), the powers and duties of managers, rules for meetings and decision-making, and rules on profits, distributions, or use of assets. Provisions on amendments, liability, and dissolution are usually included as well.

In Estonia, asutamisdokumendid are used for establishing different legal forms, including private limited companies (osaühing, OÜ), public limited companies (aktsiaselts, AS), foundations (sihtasutus), and associations (mittetulundusühing, MTÜ). The documents typically consist of the articles of association or charter and, where applicable, a founding agreement. They are filed with the Äriregister (Commercial Register) to obtain legal personality, and filing can be done electronically; notarization may be required depending on the form and jurisdiction.

The founding documents are binding on founders and future participants and form the public record of the entity. Amendments require registration and, in many cases, approval by the appropriate governing body, after which the registry updates the official record. They provide the legal basis for the entity’s governance, liability framework, and long-term operations.