Shares of a limited liability company can be pledged or encumbered with a usufruct unless otherwise set forth in the articles of association. Should only a part of the share be transferred, the consent of other shareholders is required, unless the articles of association have omitted the requirement for such consent. Valuation of non-monetary contributions shall also be set out in the articles of association. Management of Limited Liability Company Generally, a limited liability company is managed by the meeting of shareholders and the board. However, the Commercial Code has established an additional requirement for the council in case the share capital of the company exceeds 400,000 EEK and the board has less than three members or in case the council is set forth by the articles of association.
Shareholders exercise their rights through the shareholders' meeting.
Shareholders may pass resolutions also without convening a meeting. In the latter case the board delivers a draft of the resolution to the shareholders and sets the date for reply. A resolution shall be passed when at least one-half of the votes are given in support of the measure. Provisions governing the board of a limited liability company resemble those of a joint-stock company to a considerable extent. Members are elected by the shareholders' meeting for three years, unless the articles of association allow a shorter tenure.