Estonia Commercial Code - Branch

Part VIII BRANCH 

§ 384. Branch of foreign company

 (1) If a foreign company wants to permanently offer goods or services in its own name in Estonia, it shall enter a branch in the commercial register.

 (2) A branch is not a legal person. The company shall be liable for the obligations arising from the activities of the branch.

 (3) In the cases provided by law, a company shall obtain a licence in order to found a branch in Estonia.

§ 385. Director of branch

 (1) A foreign company shall appoint a director or directors for the branch. A director must be a natural person with active legal capacity. A person with respect to whom a court has, pursuant to §§ 49 or 491 of the Penal Code, imposed a prohibition on acting as a member of the management board or a prohibition to engage in enterprise, a person who is prohibited from operating within the same area of activity as the branch, or a person who is prohibited to act as a member of the management board on the basis of law or a court decision shall not be a director.

 (2) A director shall direct and represent the branch and shall organise the accounting of the branch. A director may grant a procuration.

 (3) If several directors are appointed for a branch, each of them may represent the branch unless it is specified that the directors or some of them may represent the branch jointly.

 (4) A restriction on the right of a director to represent the branch shall not apply with regard to third persons.

 (5) The provisions of §§ 310 and 312–315 of this Code shall apply to directors.

§ 386. Entry of branch in register

 (1) The branch of a foreign company shall be entered in the commercial register of its location on the petition of the director of the branch. The information provided for in § 387 of this Code shall be set out in the petition.

 (2) The following shall be appended to the petition:
 1) an official certificate concerning the existence of the company in its home country (extract from a commercial register or a copy of a registration certificate);
 2) the permission to found the branch if this is provided by law;
 3) an authorisation document certifying the authority of the director of the branch or a copy of a resolution appointing the director;
 4) a copy of the articles of association or partnership agreement of the company, certified according to the laws of the home country, if submission of the articles of association or partnership agreement to a register is also required in the home country of the company;
 41) information on the planned principal activity of the branch;
 5) data on the telecommunications of the company and the branch (telephone and fax numbers, e-mail and Internet home page address, etc.);

 (6)
 7) other documents provided by law.

 (3) [Repealed - RT I 1998, 59, 941 - entry into force 10.07.1998]

 (4) The petition for entry of a branch in the commercial register and other petitions submitted to the commercial register shall be signed by the director of the branch. If a branch has several directors, several directors shall sign the petition if they only have the right to represent the branch jointly.

 (5) A branch shall be deemed to be founded as of its entry in the commercial register and dissolved as of its deletion from the commercial register.

§ 387. Information to be entered in commercial register

  The following shall be entered in the commercial register:
 1) the business names of the branch and company;
 2) the location and address of the branch and of the company;

 (3) [Repealed - RT I 2006, 61, 456 - entry into force 01.01.2007]
 4) the register in which the company is entered and the registration number if entry in a register is prescribed by the law of the home country;
 5) the legal form of the company;
 6) the country under whose law the company operates in the home country;
 7) the amount of share capital of the company if this is entered in a register of the home country of the company;
 8) the date of adoption of the articles of association of the company and of amendments to the articles of association if these are entered in a register of the home country of the company;
 9) [Omitted - RT I 1996, 40, 773 - entry into force 08.06.1996]
 10) the names and personal identification codes of the managers of the branch;
 11) the directors who may represent the branch differently from the provisions of subsection 385 (3) of this Code;
 111) the names and personal identification codes of the legal representatives of the foreign company and the time for creation and extinguishment of the right of representation;
 12) the beginning and end of the financial year of the company and whether the company must publish an annual report;
 13) other information provided by law.

§ 388. Accounting and submission of annual reports

 (1) A foreign company shall maintain separate accounts concerning the branch. Accounts concerning the branch shall be maintained pursuant to the requirements of the Accounting Act.

 (2) The director of a branch of a foreign company shall submit the audited and approved annual report of the company to the commercial register of the registered office of the branch within one month after approval of the annual report of the company or seven months after the end of the financial year. The requirement for submission of reports does not apply to companies of the states which are Contracting Parties to the EEA Agreement if the legislation of the country of the registered office of the company does not require the annual report to be disclosed.

 (3) [Repealed - RT I 2009, 54, 363 - entry into force 01.01.2010]

 (4) [Repealed - RT I 2009, 54, 363 - entry into force 01.01.2010]

 (5) The report specified in subsection (2) of this section shall be prepared in compliance with the accounting frameworks specified in clause 17 (1) 2) of the Accounting Act. This requirement does not apply to companies of the Member States of the European Economic Area and the Organization for Economic Cooperation and Development (OECD).

§ 389. Bankruptcy or liquidation of company

  Within fourteen days after commencement of bankruptcy proceedings or liquidation of the company, the director of the branch shall notify the registrar of the registered office of the branch, who shall make a corresponding notation in the commercial register.

§ 390. Liquidation and deletion of branch from register

 (1) A branch shall be deleted from the commercial register if:
 1) the company is dissolved;
 2) the company applies for it;
 3) the branch does not have a director and a director is not appointed within three months after a caution by the registrar;
 4) the director of the branch does not submit the required annual report during the terms specified in § 388 of this Code and also does not do so during an additional term specified by the registrar.

 (2) A branch shall be deleted from the commercial register on the basis of a court ruling on the petition of a person or agency entitled by law or any other interested person if the object of the activities or the activities of the branch are in conflict with the law, the constitutional order or good morals, or on the petition of a creditor who proves that the creditor cannot satisfy the creditor’s claim which arises from operation of the company in Estonia by means of the assets of the company in Estonia, or on another basis provided by law.

 (3) After deletion of a branch from the register, the foreign company may continue its activities in Estonia as an undertaking only if it has a new branch entered in the register. Upon deletion of a branch from the register on the petition of a creditor, a new branch may only be entered in the register if the claim of the creditor is satisfied or if the written consent of the creditor for entry of the branch in the register is submitted.

 (4) Before deletion of a branch from the register, the branch shall be liquidated, to which the provisions of §§ 369–372, 374–377, subsections 378 (1) and (2) and §§ 381–383 of this Code shall apply. After satisfaction of the claims of all creditors and the deposit of money, the liquidators shall prepare the final balance sheet, which shall be appended to the petition for deletion of the branch from the register.

Ask System Day
only required if you wish us to call you back