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
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. .