This sample shareholders’ resolution can be used when a private limited company wishes to increase its share capital by increasing the nominal value of existing shares.
This means that no new shares are created; instead, the value of the existing shares is increased.

When is the increase of nominal value used?
This is a suitable solution when the company wishes to increase its share capital through existing shareholders, without involving new ones. This can be done via a monetary or non-monetary contribution, or through a bonus issue (i.e., using retained earnings).

What majority is required to adopt the resolution?
The resolution to increase share capital is adopted if at least 2/3 of the votes of the shareholders present at the meeting are in favor, or at least 2/3 of all shareholders’ votes if the decision is made without convening a meeting, unless a stricter majority is required by the articles of association.

How do shareholders contribute?
Each shareholder pays a proportionate amount according to their existing holding to cover the increase in nominal value. The contribution may be monetary or non-monetary. The resolution must specify the deadline, payment method, and, if applicable, a description of the non-monetary contribution.

What is a fondiemissioon?
A bonus issue  means that the share capital is increased using the company’s existing equity (e.g., retained earnings). This does not require additional payments from shareholders but does require proper accounting documentation and a balance sheet.

What is a ülekurss?
The articles of association may allow the company to issue shares at a premium. A share premium is the amount received when shares are issued at a price higher than their nominal value. The premium may be used to increase share capital via a bonus issue.

Do the articles of association need to be amended?
Yes, if the articles of association specify the amount of share capital, the relevant provision must be amended accordingly. The resolution must state the new amount of share capital and approve the new version of the articles. The amendment is adopted if at least 2/3 of the votes of the shareholders present at the meeting are in favor, or at least 2/3 of all shareholders’ votes if the decision is made without convening a meeting, unless the articles of association require a stricter majority.

Does the resolution need to be submitted to the Business Register?
Yes, the increase of share capital and the related amendment to the articles of association must be submitted to the Business Register. Required documents include: shareholders’ resolution, the new version of the articles, proof of contributions, and, if applicable, an auditor’s valuation.