Introduction

1. Two special laws have been passed by the Estonian parliament (Riigikogu) to enable the formation and operation of SEs in Estonia. The Implementation Act (or ‘IA’) for the Community regulation on a European company or (‘SE’) was adopted on 10 November 2004. The act on employee involvement in Community-scale undertakings and groups of undertakings and in the European company (the Employee Involvement Act or ‘EIA’) was passed on 12 January 2005 and entered into force on 11 February 2005. The Employee Involvement Act was adopted to transpose the Directive into national law and is designed to ensure the involvement of employees in issues and decisions affecting an SE.

2. The Regulation does not govern all matters related to the establishment and operation of an SE. Aspects not covered by the Regulation are determined by the national laws of the Member States.

The main Estonian legislation regulating commercial entities (including public limited-liability companies and SEs) is the Commercial Code (Äriseadustik), the General Principles of the Civil Code Act (‘GPCCA’) (Tsiviilseadustiku üldosa seadus) and the Obligations Act (‘OA’) (igusseadus). In addition, certain commercial entities, such as banks, investment funds and insurance companies, are subject to various industry-specific laws and regulations.

Companies listed on the Tallinn Stock Exchange (TSE), Estonia's only active stock exchange and the country's principal centre for the public trading of securities, are also subject to special rules which provide for higher standards of corporate governance than the Commercial Code.