Sole Shareholder’s Resolution

If a private limited liability company only has one shareholder, then such sole shareholder is the highest managing body of the private limited company, and can adopt decisions concerning the operation and management of the company and also, if necessary, the sole shareholder can adopt resolutions concerning everyday matters by advising the management board. The Avokaado Sole Shareholder’s Resolution can be used:

  • if the private limited company has only one shareholder (sole shareholder)
  • If the sole shareholder needs the resolution also in English

Price with Free plan 7 € / time ~5 min
How to create documents?
  1. Answer simple questions
  2. Review the document
  3. Sign, download or share

Frequently asked questions

Does the resolution of the sole shareholder have to be in writing, certified by a notary or digitally signed?

In a situation where the private limited company has only one shareholder (sole shareholder), the resolution must be prepared in writing and signed by the sole shareholder.

If the shareholder’s resolution provides the basis for the election of a member of the management board, the signature of the shareholder must be certified by a notary. The notarial certification of the signature may be substituted by the digital signing of the resolution by the shareholder.

Please note that when submitting the resolution to the Business Register through the Company Registration Portal the resolution has to be digitally signed. It is also possible to submit digitally scanned copies. However, in that case one must also send a paper-based original document to the Business Register..

What can the sole shareholder decide with his resolution?

By law, the sole competence of the sole shareholder is making decisions on the following matters:

  • amend the articles of association
  • increase and reduce share capital
  • elect and remove members of the supervisory board
  • elect and remove members of the management board, if the company does not have a supervisory board
  • approve the annual report and distribute profit
  • divide shares, unless the articles of association prescribe otherwise
  • elect an auditor
  • designate a special audit
  • if the company does not have a supervisory board, appoint and remove procurators
  • decide on conclusion and terms and conditions of transactions with the members of the supervisory board or, if the company does not have a supervisory board, with the members of the management board, decide on the conduct of legal disputes with the members of the management board or supervisory board, and appointment of the representative of the private limited company in such transactions and disputes
  • decide on dissolution, merger, division or transformation of the private limited company

The articles of association may prescribe other matters on which only the shareholders may decide. The shareholders may also adopt resolutions on matters within the competence of the management board or supervisory board. In such case, the shareholders shall be liable in the same manner as members of the management board or supervisory board.

Can the resolution of a sole shareholder be contested?

Based on an action filed against a private limited company, a court may revoke a resolution of shareholders which is in conflict with the law or the articles of association. The limitation period for the claim is three years after the date of adopting the resolution of the shareholders.

Revocation of a resolution of shareholders may be demanded by each member of the management board or supervisory board if, by performing the resolution, an offence or misdemeanour would be committed or if performance of the resolution would clearly result in an obligation to compensate for damage.

Related documents

High security

Avokaado has been created with security in mind. You can be sure that your data is safe.

What our users say?

I was pleasantly surprised about Avokaado's good value for money. The prices are very reasonable.
Mailis Timmi Idea PR
I liked that the selection of services includes everything I need to organize fairs, from employment contracts to document review.
Auris Rätsep Eesti Messid, Head of Development
Answering questions is easy and does not require any legal knowledge.
Indrek Teder Law firm TEDER
We needed to quickly draft a type of agreement we had not dealt with before. It took us only 15 minutes to draft it in Avokaado and minutes later it was already signed.
Tuuli Semevsky Saag & Semevsky Keelestuudio
Easy For everyone

Easy to use

You don’t need any legal knowledge to draft complicated legal documents

15 min To Ready-To-Use

Quick results

Professional documents within 15 minutes

100% Secure

Secure & Trustworthy

Your documents are secured and data encrypted


Multifunctional Dashboard

All-in-one document creation and management tools


Add members,share folders and documents, comment and negotiate

Digital Signature

Digital signing without leaving Avokaado

Smart Contract Builder

Make choices and build a contract tailored for your needs

Instant Notifications

Set reminders and get notified of any action related to your account and documents

Quick Review

Ask review for your own or Avokaado documents for a fixed price