üldkoosolekutel

Üldkoosolekutel are the principal decision-making gatherings in many Estonian organizations, including companies (such as osa‑ühingud OÜ and aktsiaseltsid AS), associations and foundations. They represent the rights holders’ and members’ or shareholders’ opportunity to steer the entity, approve financial statements, elect governance bodies, amend statutes, and decide on fundamental actions such as changes to share capital or dissolution.

Constitution and convening: A general meeting is typically convened by the board or the management body. Notice of the meeting and the agenda must be communicated to all entitled participants within the period defined by the articles of association and applicable law. Attendees may participate in person or be represented by a proxy; in Estonia, electronic voting is increasingly used to facilitate participation.

Quorum and voting: A quorum is required for valid decisions and is usually specified in the organization’s charter or the applicable law. If the quorum is not met, the meeting may be adjourned to another date. Decisions are generally made by majority votes, but certain matters require a qualified majority or other safeguards, such as amendments to the articles of association, changes to share capital, or dissolution of the entity.

Minutes and records: Protokoll (minutes) are prepared to document proceedings, resolutions, and voting outcomes. Minutes become part of the official records and may need to be filed with corporate registers or kept as part of the organization’s archival records.

Types and scope: Ordinary/general annual meetings (often called AGM in corporate contexts) focus on routine items like approving accounts, distributing profits, and electing board members or auditors. Extraordinary general meetings may be convened to address urgent or significant issues that cannot wait until the next ordinary meeting.

Legal framework: General meetings operate under the organization’s articles of association and relevant Estonian law, including the Estonian Commercial Code (Äriseadustik) for companies, and the Non‑Profit Associations Act (Mittetulundusühingute seadus) or Foundations Act for associations and foundations.