Duties and Liability of the Members of the Supervisory Board of Limited Companies in Estonia: The First Cases from the Supreme Court of Estonia

• Author: Andres Vutt, Margit Vutt
• Pages: 66-75

66 JURIDICA INTERNATIONAL 26/2017

Andres Vutt Margit Vutt

Associate Professor of Commercial Law PhD, Lecturer of Civil Law

University of Tartu University of Tartu

Adviser to the Civil Chamber,

Supreme Court of Estonia

Duties and Liability

of the Members of the

Supervisory Board of Limited

Companies in Estonia

The First Cases from the Supreme Court of Estonia

1. Introduction

Every limited company*1 as a legal person needs special bodies to express its will and carry out its activi-

ties.*2 Though modern company law in all countries provides special bodies to represent and manage the

company, the technical structure of these organs varies widely.

In general, two dif‌f erent approaches are recognisable: either the company has a single body with several

members, who exercise separate functions, or there are two dif‌f erent bodies with separated functions.*3 The

so-called prototype for the one-tier system is the Anglo-American public limited company. Article 154 of the

United Kingdom’s Companies Act 2006*4 stipulates that a private company must have at least one direc-

tor and a public company must have at least two directors. However, in legal literature it has been argued

that, due to f‌l exible legal regulation, British companies can have dif‌f erent types of managing bodies, as the

shareholders have the possibility to shape the management system as they like.*5

 In Estonia, similarly to other EU member states, there are two types of limited-liability companies: public limited company

(aktsiaselts) and private limited company (osaühing). See also: M. Vutt. Aktsiaseltsi juhtimismudeli õiguslik reguleerimine

[‘Legal regulation of the management model of a public limited company’], master’s thesis. Tartu , p. .

 About the legal theories of a legal person, see, for example, K. Saare. Eraõigusliku juriidilise isiku õigussubjektsuse piirit-

lemine (Abgrenzung der Rechtssubjektivität der Privatrechtlichen Juristischen Person) [in English: Delimitation of the

legal subjectivity of the private legal person], doctoral thesis. Tartu .

 There are also some countries within Europe that allow public limited companies to choose between the two models (e.g.,

France and Belgium). M. Vutt. Aktsiaseltsi juhtimismudeli õiguslik reguleerimine [‘Legal regulation of the management model

of a public limited company], master’s thesis. Tartu , pp. , , –.

 UK Companies Act . Available at http://www.legislation.gov.uk/ukpga///contents.

 J. Rickford. Fundamentals, developments and trends in British company law – some wider ref‌l ections. First part: Overview

and the British approach. – European Company and Financial Law Review  () /  (December), p. .

https://doi.org/10.12697/JI.2017.26.07