Members and management
A member of a limited liability company (LLC or SIA) is a person entered in the shareholders’ register and holding one or more shares in the company.
A share grants the member the right to participate in the management, in profit distribution of the company and in the division of the assets when the LLC (SIA) goes into liquidation.
The executive body of a company is the board that manages and represents the LLC (SIA).
The board may consist of one or more members. In a LLC (SIA) with reduced equity, all members of the board are members of the company. The chair of the board may be elected amongst the members of the board. The chair organises the activities of the board.
The members of the board are elected for an indefinite period of time, unless a fixed term of office is set out in the articles of association.
All members of the board have representation rights laid down in the articles of association. The members of the board members may have individual or joint representation rights. In determination of representation rights, the principle of granting real representation rights to every member of the board should be followed. For example, if there are two members of the board, one member should not have individual representation rights while the other has joint representation rights, because the other member would only have formal representation rights, instead of real ones in such situation.
A member of the board may not be a member of the council of the same company, an auditor of the same company or a member of the council of the dominant undertaking within the group of companies.
The council is a supervisory body monitoring the activities of the board. The council is not mandatory for a LLC (SIA).
When establishing the council, it may be composed of 3 to 20 members, based on the articles of association. The chair and the deputy chair may be elected amongst the members of the council.
The council is elected for an indefinite period of time, unless otherwise specified in the articles of association.
A member of the council may not be a member of the board, a procurator or a person acting under a commercial power of attorney of the same company, as well as a member of the board of a company controlled by this company or a person authorised to represent the company controlled by this company.
Only a person who is not a subject to a prohibition to hold these offices and who has not been included in the State Revenue Service’s (SRS) risk group list may be elected as a member of the board or of the council.