Convening the General Meeting of Shareholders of a Limited Company: Estonian Law in a Digital Perspective

Abstract

In today’s modern and digital society, electronic means of communication are used in all areas of life, including communication between shareholders of companies. The objective of this article is to determine whether – and if so which – modern-day electronic communication channels could be used by Estonian private and public limited companies for sending a notice of a general meeting, and also whether Estonian legislation is in accordance with the above-mentioned principles of the EU on this matter. To that end, the article begins with an analysis of the legal nature of a notice on convening a meeting and its communication. The article also analyses the requirements established in the Estonian legislation on convening a general meeting, comparing it with corresponding German and, to a lesser extent, British law. The hypothesis is that the applicable law in Estonia may currently impose unreasonable obstacles to the use of digital and flexible solutions for convening a meeting. Based on the analysis of the article, the main conclusion is that Estonian company law has not exercised all the possibilities for ensuring the use of flexible digital solutions regarding communication between a company and its shareholders, and therefore needs modernisation.