Estonia Commercial Code - Commercial Register

Estonia Companies Act Estonia Companies Act Estonia Companies Act Estonia Companies Act

Part II COMMERCIAL REGISTER 

Chapter 4 GENERAL PROVISIONS REGARDING REGISTER  

§ 22. Maintenance of commercial register and judicial proceedings

 (1) The registration departments of the county and city courts (hereinafter registrar) shall maintain the commercial register of the enterprises of sole proprietors located in and companies whose registered office is in the territorial jurisdiction of the registrar.

 (2) The registration department of a county court which maintains the commercial register can make an entry also on a registry card maintained by the registration department of another county court.

 (3) [RT I 2005, 15, 85 - entry into force 01.01.2006]

 (4) Documents submitted to a registrar shall be processed and rulings on entries shall be made pursuant to the procedure provided for the registration proceedings in the Code of Civil Procedure unless otherwise provided by this Code.

 (5) [RT I 2005, 57, 449 - entry into force 01.01.2006]

 (6) The provisions of the Public Information Act concerning databases apply to the commercial register and the maintenance thereof with the specifications provided for in this Code.

§ 23. – § 25.

§ 26. Registration department seal

 (1) The registration department of a court shall have a seal bearing the national coat of arms.

 (2) A court officer engaged in the performance of acts of attestation on the registration department may have a seal bearing his or her name and the national coat of arms.

§ 27. Working language

 (1) The commercial register shall be maintained in Estonian.

 (2) Documents in a foreign language shall be submitted to the registrar together with translations into Estonian certified by a sworn translator or a notary or translations into Estonian where a notary certified the authenticity of a translator's signature.

 (3) An undertaking shall not rely on a translation which differs from the original document. A third person may rely on the translation of a document submitted to the registrar unless the undertaking proves that the third person was aware of the inaccuracy of the translation.

§ 28. Access to commercial register

 (1) Entries in the commercial register are public. Everyone has the right to examine the registry cards and the business files, and to obtain copies of registry cards and of documents in the business files.

 (2) Registry data and files are available for examination in registration departments, notaries’ offices or through a relevant website. Certified printouts from the commercial register can be obtained from registration departments or notaries' offices.

 (3) A registry file may be examined by a competent state agency including by the court in the course of a proceeding, a bailiff or a person with a legitimate interest in the matter.

 (4) At the request of a person, a registrar or a notary shall issue a certificate that an entry has not been amended or that a particular entry is not in the register.

§ 29. [Repealed - RT I 2003, 4, 19 - entry into force 01.02.2003]

§ 30. [Repealed - RT I 1999, 10, 155 - entry into force 01.01.2000]

§ 31. Information to be entered in commercial register

  Only information prescribed by law shall be entered in the commercial register.

§ 32. Documents to be submitted to registrar

 (1) An undertaking is required to submit the documents which are the basis for an entry, other documents provided by law and specimen signatures to the registrar. Specimen signatures shall be notarised. The registrar may also demand supplementary documents from the undertaking if these are necessary to determine the facts which are the basis for an entry.

 (2) An excerpt from the minutes, which contains only the resolution providing the basis for the registry data, may be submitted to the registrar instead of the minutes of the meeting of a body. A dissenting opinion, written proposals and declarations of a person who maintains a dissenting opinion with regard to a resolution need not be appended to the excerpt. The excerpt from the minutes shall be notarised if the minutes prepared with regard to the same meeting are notarised. In the remaining part, the content of the excerpt from the minutes, signing and documents appended to the minutes shall be governed by the provisions concerning the minutes of the meeting of a respective body.

 (3) The annual report and documents submitted together with the above, as well as data concerning the distribution of profit or covering of loss that are specified in this Code and the authorisation for the submission of the above documents and data shall be submitted to the commercial register in electronic format pursuant to the procedure established by the regulation of the Minister of Justice on the basis of clause 67 (4) 1) of this Code.

§ 321. Acts of attestation and additional services of notaries

 (1) A petition submitted to a registrar and an authorisation document provided for signature of the petition shall be notarised.

 (2) A specimen signature submitted to a registrar shall be certified by a notary and the Estonian translation of a document in a foreign language shall be made by a sworn translator or certified by a notary. A specimen signature of an undertaking or a legal representative thereof need not be submitted if the same person has signed a petition for a corresponding entry or a memorandum of association which contains a petition in the presence of a notary.

 (3) The following shall be attested by a notary:
 1) memorandums of association of private limited companies and public limited companies;
 2) merger agreements, division agreements and division plans of companies;
 3) authorisation documents issued for the signature of documents specified in clauses 1) and 2).

 (4) A notarised memorandum of association may also contain a petition from a legal person for entry in the register.

 (41) Based on the application of a legal person, a notary shall forward the annual report of the legal person to the registrar in electronic format.

 (5) [Repealed - RT I 2006, 7, 42 - entry into force 04.02.2006]

 (6) [Repealed - RT I 2003, 18, 100 - entry into force 07.03.2003]

 (7) [Repealed - RT I 2006, 7, 42 - entry into force 04.02.2006]

 (8) [Repealed - RT I 2006, 7, 42 - entry into force 04.02.2006]

§ 33. Entry in commercial register

 (1) An entry in the commercial register shall be made on the petition of the undertaking, on the basis of a judicial decision or on another basis provided by law. A person entitled to submit a petition or other documents to the commercial register is required to do so.

 (11) A decision shall substitute for a petition if an obligation concerning the person entitled or obliged to submit a petition to the registrar or a legal relationship due to which an entry must be made has been established by the decision and such decision has entered into force or is subject to immediate execution.

 (12) If a decision which has entered into force or is subject to immediate execution prohibits the submission of a petition for an entry, the entry may be made only if the person on whose request such decision was made agrees to the making of the entry.

 (2) A petition submitted to the registrar shall be notarised. Notarisation may substituted by certification of the signatures on the petition by an official of a foreign state who has the right to attest the identity of the undersigned. A document attested in a foreign state shall be legalised or authenticated by a certificate (apostille), unless otherwise provided by an international agreement.

 (3) A person entitled to sign a petition submitted to the registrar may authorise another person to sign. An authorisation document provided for signature of a petition shall be notarised.

 (4) The registrar shall make an entry not later than on the fifth working day after signing a ruling on entry. The registrar shall promptly notify the applicant of making or refusal to make the entry but not later than within ten working days after making the entry in the register or making the decision to deny the petition for an entry.

 (41) [Repealed - RT I 2006, 7, 42 - entry into force 04.02.2006]

 (5) The registrar shall not make an entry in the register if the petition or documents appended thereto do not comply with the law or are submitted prior to the term permitted or after the term prescribed by law.

 (6) The registrar shall not have the right to decline to make an entry if all documents required by law are submitted, and they comply with the requirements of law.

 (7) An application for amendment of registry information shall be immediately submitted to the commercial register if the data entered in the commercial register change, including in the case of appointment, removal or change of the right of representation of a member of the management board of a company or a liquidator, or dissolution of a company.

 (71) Upon amending information in the commercial register, a registrar of the commercial register is required to make the corresponding necessary amendments in the commercial pledges register within 15 days. The provisions of the second sentence of 599 of the Code of Civil Procedure shall not apply.

 (72) Amendment of the name and personal identification code of a natural person in an entry of the commercial register is carried out exempt from state fees on the basis of a corresponding notice and the amendment to the population register. This provision also applies in the case of deletion of a deceased person's data from the commercial register unless the entry includes inheritable shareholder's rights or other such rights.

 (73) Amendment of the name of a legal person, legal form or registry code in an entry in the commercial register concerning another person is carried out exempt from state fees on the basis of a corresponding notice and the amendment to the corresponding register. This provision also applies to the merger of legal persons.

 (74) Before amending personal data, the registrar shall check the existence, in the corresponding register, of the amendment on the basis of which the entry is to be made.

 (75) If the registrar has no electronic access necessary for checking the existence, in the corresponding register, of the amendment on the basis of which the entry in the commercial register is to be made, the personal data may be amended on the basis of a notice to such effect and a certified extract from the appropriate register, or based on other reliable evidence. A document issued by a foreign state shall be legalised or authenticated by a certificate replacing legalisation (apostille), unless otherwise provided by an international agreement.

 (8) If incorrect information is submitted to the commercial register, the persons who signed the petition shall be solidarily liable for any damage wrongfully caused.

 (9) A person who is authorised to submit a petition may withdraw the petition until a ruling on entry is made. In order to withdraw a petition, a notarised petition which sets out the reason for withdrawal shall be submitted to the registrar. Upon the withdrawal of a petition, the petition and the documents submitted with it shall not be returned.

 (10) A document appended to a petition may be returned with good reason with the court's permission based on a petition of the petitioner. In such case a copy prepared at the expense of the petitioner and certified by the registrar shall be included in the registry file.

 (11) A notarised petition and authorisation document for submission of petition is deemed to be equivalent to a petition and authorisation document bearing a digital signature.

 (12) A petition shall not be submitted by e-mail if it is possible to submit the digitally signed petition directly into the information system of the commercial register maintained using electronic means. Otherwise the registrar shall return the petition submitted by e-mail without entering it in the registry journal and specify the reasons for return of petition.

 (121) A notarised petition shall be submitted together with the documents necessary for making an entry to the registrar through the electronic information system of notaries (hereinafter e-notary) through the notary having attested the petition. With good reason, the petition and the documents necessary for making an entry may be submitted through another notary. The notary shall explain to the person which documents shall be appended to the petition and which requirements apply thereto.

 (13) If submitting petitions directly into the information system of the commercial register maintained using electronic means is impossible due to permanent technical breakdown of the information system, petitions and documents appended thereto may be submitted on paper or by e-mail. The submitted documents shall be transferred to the information system of the commercial register maintained using electronic means at the earliest opportunity following the elimination of the breakdown and the petitions shall be reviewed within five working days.

 (14) The conditions and procedure for submitting the documents described in subsection (13) of this section shall be established by a regulation of the Minister of Justice.

§ 34. Legal effect of entry

 (1) An entry in the commercial register shall enter into force upon signature by the person enforcing the ruling on entry and by the person who is competent to make the ruling on entry.

 (2) An entry shall be held as correct with regard to a third person, except if the third person knew or should have known that the entry is not correct. An entry shall be deemed not to apply with regard to transactions which are performed within fifteen days after the entry is made if a third person proves that the third person was not aware nor should have been aware of the content of the entry.

 (3) If facts which must be entered in the register are not entered in the register, such facts shall have legal effect with regard to a third person only if the third person knew or should have known about them.

 (4) [Repealed - RT I 2009, 51, 349 - entry into force 15.11.2009]

§ 35. Notification obligation of administrative agencies

  The courts, state and local government agencies, the registrar of the Estonian Central Register of Securities, notaries, bailiffs and auditors are required to notify the registrar of any incorrect information in the commercial register or of any information which has not been submitted to the register that they become aware of.

Chapter 5 CONTENT OF COMMERCIAL REGISTER  

§ 36. Composition of commercial register

  The commercial register shall include:
 1) the registry card;
 2) the business files;
 3) the registry files.

§ 37. Registry card

 (1) A separate registry card shall be opened for each undertaking entered in the register.

 (2) [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

 (3) [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

 (4) [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

§ 38. Business file

 (1) A business file shall be opened for each undertaking entered in the register.

 (2) Documents which are submitted to the registrar by the undertaking according to the law or which are forwarded to the registrar by a court or a trustee in bankruptcy on the basis of the Bankruptcy Act shall be maintained in the business file.

 (3) Documents submitted to the registrar shall be originals, notarised copies or officially certified copies. Officially certified copies may be electronic. In such case the name and signature of the person certifying the copy and the seal of the agency shall be substituted by the digital signature of the person or the digital seal of the agency.

§ 39. Registry file

 (1) A registry file shall be opened for each undertaking entered in the register.

 (2) Proof of payment of state fees and other documents concerning the undertaking which are not maintained in the business file shall be maintained in the registry file.

§ 40. Registry journal

 (1) Petitions for entries and documents submitted to the registrar shall be registered in the registry journal.

 (2) A notation shall be made in the registry journal concerning whether a petition is satisfied.

§ 41. [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

Chapter 6 FORM OF ENTRY 

§ 42. Registry code

  Every undertaking shall be given a non-recurrent registry code upon entry in the commercial register.

§ 43. Entries

 (1) Each entry on a registry card shall have a consecutive number.

 (2) A notation shall be made beside each entry regarding the date it is made.

 (3) Entries shall be written legibly. Only common abbreviations shall be used in entries.

§ 44. Entry amendment

 (1) Upon amendment of an entry, the new entry shall be entered in the register under a new consecutive number. An entry which loses its significance due to a later entry shall be displayed in the system underlined and in red.

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

§ 45. Correction of entry and of underlining

 (1) If an entry does not comply with the ruling on entry on which it is based, the entry shall be corrected on the basis of a ruling of an assistant judge with a notation in the notations section of the registry card.

 (2) The person who submitted the petition for the entry shall promptly be notified of the correction of the entry.

 (3) [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

§ 451. [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

§ 46. Entry made on basis of decision

  If an entry is made on the basis of a court judgment, a notation to this effect shall be made in the entry. A notation concerning the amendment or annulment of the court judgment shall be made in the same entry.

§ 47. [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

§ 48. [Repealed - RT I 2001, 56, 336 - entry into force 07.07.2001]

Chapter 7 MAKING OF ENTRY  

§ 49. Content of document submitted to registrar

  A document submitted to the registrar shall contain the information prescribed by law.

§ 50. Receipt of documents

 (1) Upon submission of a petition, the registrar shall inscribe on the petition the date of receipt of the petition, a list of documents appended to the petition and the number of pages in each document. The inscription shall be signed by the person who receives the petition. A petition submitted on paper and the documents appended thereto shall be scanned and saved in an electronic folder, and petitions submitted by e-mail or through the information system and the documents appended thereto shall also be saved therein.

 (2)

 (3) The registration and saving of a petition and the documents appended thereto shall be performed pursuant to the procedure established on the basis of subsection 33 (14) of this Act.

§ 51. [Repealed - RT I 2006, 61, 456 - entry into force 01.01.2007]

§ 52. Business name verification

  The registrar shall verify that the business name is in conformity with the requirements of law. If the business name is not in conformity with the requirements of law, the registrar shall propose that a new business name be chosen during the term designated by the registrar.

§ 53. Terms in proceedings

 (1) A petition for entry shall be reviewed within five working days after receipt of the petition. In case of amendment of a petition for entry or submission of an additional document, the term in proceedings shall commence as of the amendment of the petition for entry or submission of the document.

 (2) If the applicant has been given a term for elimination of deficiencies by an order and the applicant has eliminated all the differences then the application for entry shall be reviewed once again within the period of five days.

 (3) The court may, on the existence of circumstances requiring special investigation, extend the term for review by up to three months.

 (4) In expedited procedure, a petition for entry shall be reviewed not later than during the next working day after the date of receipt of the petition.

 (5) A petition for entry shall be accepted for expedited procedure at the request of the petitioner if:
 1) the petition and other documents required pursuant to law (entry documents) are submitted in compliance with the requirements established on the basis of clause 67 (4) 1) of this Code and such documents bear the digital signature of the persons who are required, pursuant to law, to sign them;
 2) the articles of association provided in § 1391 of this Code are annexed to the petition if the articles of association, together or without the memorandum of association, must be annexed to the petition;
 3) the registrar is able to automatically verify the personal data of a sole proprietor, founder of a company, limited or general partner or, in the case of a legal person, also the legality of the right of representation of a representative, and the personal data of a member of the managing or supervisory board, auditor or procurator of an undertaking through a computer network pursuant to the procedure established on the basis of clause 67 (4) 1) of this Code;
 4) only monetary contributions are made into the share capital upon foundation or upon the increase of share capital, and in the case of foundation, such contributions have been transferred to the deposit account of the registrar or the account specified in subsection 15 (41) of the Money Laundering and Terrorist Financing Prevention Act, excluding the case when the foundation procedure specified in § 1401 of this Code was chosen for the foundation of a private limited company;
 5) the shares of a private limited company who is to be entered in the commercial register or whose share capital is to be increased or decreased have not been registered in the Estonian Central Register of Securities;
 6) the state fee for making the entry in the commercial register has been transferred to the bank account prescribed for such purposes in the amount provided by the State Fees Act;
 7) the foundation number specified in subsection 520 (1) of this Code or, if the undertaking is already entered in the register, the registry code of the undertaking has been used upon payment of the share capital and payment of the state fee for the commercial register entry;
 8) the person himself or herself or, in the case of a legal person, the person's representative has signed the entry documents;
 9) the activity has been indicated pursuant to subsections 4 (5) and (6) of this Code;
 10) entry in or deletion from the commercial register of a merger, division, transformation, or dissolution of a company, change of registered office resulting in change of registry jurisdiction of a company, or entry in the commercial register of a company by the state or a local government is not applied for;
 11) entry of a branch of a foreign company is not applied for.

 (6) A petition for entry or other entry documents are not accepted for expedited procedure if these do not conform to the requirements of subsection (5) of this section or if these contain essential deficiencies. In such case, the reason for impossibility of submission is displayed for the petitioner.

§ 54. [Repealed - RT I 2006, 61, 456 - entry into force 01.01.2007]

§ 541. 

§ 55. Content of ruling on entry

  A ruling on entry shall set out:
 1) the court and the name and title of the person competent to make the ruling;
 2) the time and place of making the ruling;
 3) the text of the entry with reference to the registry card and the section of the card in which the entry shall be made;
 4) if the petition is denied, the reasons and legal basis for the ruling;
 5) the procedure and term for an appeal against the ruling;

§ 56. Implementation of ruling on entry

 (1) After a ruling on entry is made, the registrar shall enter the text of the entry on the registry card. The text of the entry shall be signed by the person enforcing the ruling and by the person competent to decide on making the entry.

 (2) A copy of the ruling on entry shall be given or sent to the undertaking with regard to whom the ruling is made during the term specified in subsection 33 (4).

§ 57. Change of registered office of undertaking

 (1) If the registered office of an undertaking changes and the new registered office is in the territorial jurisdiction of another registrar, no new registry card shall be opened for the undertaking.

 (2) [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

§ 58. Registration proceedings in case of bankruptcy, prohibition on business and prohibition to engage in enterprise
[RT I 2008, 52, 288 - entry into force 22.12.2008]

 (1) The following shall be entered in the commercial register on the basis of a court decision:
 1) the abatement of a bankruptcy proceedings without a declaration of bankruptcy – if the court terminates the proceedings because the debtor's property is insufficient to cover the costs of the bankruptcy proceedings. The name and personal identification code of the interim trustee in bankruptcy of the company shall be entered in the commercial register together with the entry concerning the abatement and it shall be indicated that the interim trustee organises the liquidation of the company and represents the company. If the bankrupt is a sole proprietor, he or she shall be deleted from the commercial register immediately;
 2) a declaration of bankruptcy together with the name and personal identification code of the trustee in bankruptcy, and a notation indicating that the trustee represents the undertaking;
 3) the abatement of bankruptcy proceedings after a declaration of bankruptcy together with an entry concerning the continuation of activities of the undertaking – if the court terminates the proceeding because a third person satisfies the claims of creditors or gives a pledge to secure the claims. The notation indicating that the undertaking is represented by the trustee in bankruptcy shall be deleted;
 4) the abatement of bankruptcy proceedings after the declaration of bankruptcy together with the deletion of the undertaking from the register – if the court terminates the proceedings because the bankruptcy estate is not sufficient to make payments related to the bankruptcy proceedings. Unless the trustee in bankruptcy states otherwise, he or she shall be indicated in the commercial register as the depositary of the documents of the company deleted from the commercial register;
 5) the termination of a bankruptcy proceedings together with the deletion of the undertaking from the register or continuation of the activities of the undertaking – if the court approves the final report of the trustee in bankruptcy. In the case of deletion of the undertaking from the register, the trustee in bankruptcy shall be indicated in the commercial register as the depositary of the documents of the company deleted from the commercial register, unless the trustee in bankruptcy states otherwise. In the case of continuation of activities, the notation indicating that the undertaking is represented by the trustee in bankruptcy shall be deleted;
 6) a compromise and the term thereof together with an entry concerning the continuation of activities – if the court had previously declared bankruptcy. A concurrent notation shall be made in the commercial register indicating that the trustee in bankruptcy performs the functions specified in §§ 188–190 of the Bankruptcy Act. The notation indicating that the trustee in bankruptcy represents the undertaking shall be deleted;
 7) the annulment of a compromise and restoration of bankruptcy proceedings after a declaration of bankruptcy. A notation shall be made in the register indication that the undertaking is represented by the trustee in bankruptcy;
 8) the termination of a compromise due to expiry of the compromise term and release of the trustee in bankruptcy.

 (2) No entry shall be made in the commercial register concerning a prohibition on business of a debtor or a person with the right to represent the debtor and a prohibition to engage in enterprise imposed on a person.

 (3) No entry shall be made in the commercial register if the person under a prohibition on business or the person who has received a prohibition to engage in enterprise, except for a shareholder of a private limited company who is not simultaneously a member of a managing body of a legal person, has signed the petition for an entry or has issued an authorisation document to do so or if the person participated in adopting the resolution of the supervisory board which is the basis of the petition, or if entry of the person in the commercial register as a member of the management board, general partner, procurator, liquidator or trustee in bankruptcy of a legal person is applied for.

 (4) In the case specified in clause (1) 1) of this section, a member of the supervisory board of a legal person which is the debtor in bankruptcy proceedings shall be the depositary of documents after the deletion of the legal person from the register and he or she shall be indicated as the depositary of documents in the register unless otherwise agreed or otherwise determined on the basis of a court decision.

§ 59. Deletion of undertaking from commercial register

 (1) Upon dissolution of a company, the company shall be deleted from the commercial register on its own petition or on another basis provided by law.

 (2) If a petition for deletion from the commercial register is not submitted upon completion of the liquidation of a company, the registrar has the right to delete the company from the register.

 (3) A sole proprietor shall be deleted from the commercial register on his or her petition or on another basis provided by law. A sole proprietor shall not be deleted from the register on his or her petition if he or she must be entered in the register by law.

 (31) A sole proprietor who acts on a temporary basis shall be deleted from the commercial register automatically after the expiry of the final date specified in clause 3 (3) of this Code.

 (32) The registrar may delete a sole proprietor from the commercial register if the person does not comply with the concept of an undertaking specified in § 1 of this Code and the sole proprietor has not notified of the suspension or termination of the activity.

 (4) A company shall not be deleted from the commercial register upon voluntary dissolution without the written consent of the regional structural unit of the Tax and Customs Board except if it has submitted a petition for deletion of the company from the commercial register. In order to obtain consent, the registrar shall submit a written request to the Tax and Customs Board. The Tax and Customs Board shall not refuse consent unless it has claims against the company. If consent is not received within twenty days after sending a petition, the Tax and Customs Board shall be deemed to consent to deletion from the register.

 (5) If the articles of association of a company entered in the commercial register do not contain provisions required by law or if any of the provisions of the articles of association are in conflict with the law, the registrar shall set a term for the elimination of omissions by the company, which shall not be less than six months. If the company fails to eliminate the omissions during the set term, the registrar may decide on the compulsory dissolution of the company.

 (6) If the membership of the management board of a company does not comply with the requirements of the law or the articles of association, the registrar shall set a term for the company to bring the membership of the management board into accordance with the requirements of the law or the articles of association; the term shall not be less than one month. If the company fails to bring the membership of the management board into accordance with the requirements of the law or the articles of association during the set term, the registrar shall decide on the compulsory dissolution of the company.

§ 60. Failure to submit annual report

 (1) If a private limited company, public limited company or commercial association fails to submit the requisite annual report to the registrar within six months after the expiry of the term specified by law, the registrar shall issue a warning on deletion from the register to such person and obligate the person to submit the annual report within a specified term which shall be at least six months.

 (2) If a company fails to submit an annual report within the term specified in subsection (1) of this section and has not notified the registrar of a justified good reason which hinders the company from submitting the report, the registrar may publish a notice concerning the company's failure to submit the annual report within the prescribed term in the publication Ametlikud Teadaanded and invite the creditors of the company to notify of their claims against the company and to request the conduct of a liquidation proceeding within one month after the date of publication of the notice, with a warning that if they fail to do so, the company may be deleted from the register without a liquidation proceeding.

 (3) If, within six months after publication of the notice specified in subsection (2) of this section, the company has failed to submit the annual report to the registrar and failed to provide the registrar with justification for the reason which hinders the company from submitting the report, and the creditors of the company have not requested the liquidation of the company, the registrar may delete the company from the commercial register in adherence to the provisions of subsection 59 (4) of this Code.

 (31) The court ruling on deletion of a company from the commercial register specified in subsection (3) of this section shall be served on the company. The company has the right to file an appeal against the ruling within thirty days after the service thereof. An entry on deletion of a company from the register shall not be made before the term prescribed for contestation of the court ruling or ruling on entry expires or, if such ruling is contested, before the court proceeding terminates. The provisions of the second sentence of § 599 of the Code of Civil Procedure does not apply to the case specified in this subsection.

 (4) If, within six months after publication of the notice specified in subsection (2) of this section, a creditor of the company or the company submits a petition for liquidation of the company, the registrar shall make a decision on compulsory dissolution of the company.

 (5) If after deletion from the company from the register, it becomes evident that the company has the means necessary for liquidation, the registrar may decide on the liquidation of the company. A company may be liquidated at the request of a creditor thereof after it has been deleted from the commercial register only if the registrar restores the term for submission of a petition for liquidation for the creditor pursuant to the procedure provided in the Code of Civil Procedure.

§ 61. Making entry without petition

 (1) If the registrar has information concerning the incorrectness of an entry or that an entry is missing, the registrar may make the appropriate inquiries.

 (2) Upon ascertaining that an entry is incorrect or missing, the registrar shall notify the undertaking on the basis of whose petition the entry should be made. If no objection to making or correcting the entry is made within two weeks after the notice, the registrar shall make or correct the entry. Upon receipt of an objection the registrar shall decide whether the objection is justified by issuing a ruling on entry.

 (3) Failure to submit a petition shall not exempt an undertaking who is required to submit a petition from the obligation to pay the prescribed state fee for an entry. If the incorrectness of an entry is the result of the activities of the registrar, the registrar shall, by a ruling on entry, exempt the undertaking from payment of the state fee.

 (4) If the making of an entry pursuant to subsection (2) of this section would result in the deletion of a company from the register, the registrar shall decide on the compulsory dissolution of the company.

§ 62. Personal data submitted to registrar

 (1) If by law a personal identification code must be set out in a document submitted to a registrar, the Estonian personal identification code shall be submitted to the registrar and, in the absence thereof, a foreign personal identification code or other code substituting for the personal identification code and the day, month and year of birth of the person shall be submitted to the registrar. If a person has no Estonian personal identification code, the foreign personal identification code and the day, month and year of birth of the person shall entered in the register.

 (2) A legal person in public law shall, in a document submitted to a registrar, set out its registry code and reference to the Act or agreement pursuant to which the person is founded. A legal person is not required to submit its registry code or other registration number to a registrar if the legal person is not subject to entry in a public register.

 (3) The name of the local government in which a natural person lives shall be submitted to a registrar and entered in the register as his or her residence.

 (4) The name of the local government in which the registered office of a legal person is located shall be submitted to a registrar and entered in the register as the registered office of the legal person.

 (5) Specific data concerning the address of a person’s residence or registered office (street number, apartment number, street name or name of the farm, settlement, local government and county, postal code) shall be submitted to a registrar as the person’s address. If the person is a subject of the population register, the person's residence data entered in the population register shall be entered in the register.

 (51) In the case of a foreign country, also the state, province or other administrative unit if it exists, and the name of the country shall be specified in the data of the residence or registered office.

 (6) [Repealed - RT I 2010, 77, 589 - entry into force 01.01.2011]

 (7) A sole proprietor, a member of the management board or the chairman of the supervisory board of a company, a partner of a general partnership or limited partnership and a shareholder of a private limited company or a head of a foreign branch of a company who is not a subject of the Estonian population register and who was not issued an Estonian identity card shall also submit his or her address and e-mail address to the registrar and notify the registrar of any changes in such address. The above also applies to partners in a general or limited partnership and shareholders of a private limited company who are not natural persons and have not been entered in the Non-profit Associations and Foundations Register of Estonia.

§ 63. Information on telecommunications of undertaking

  An undertaking shall submit the telecommunications numbers (telephone number and fax number, e-mail address, etc.) of the undertaking to the registrar and may submit the address of the web-site of the undertaking. The national area code shall be indicated in front of telephone and fax numbers. Telecommunications numbers shall also be indicated in the annual report which is submitted to the registrar.

§ 631. Person competent to receive documents

 (1) An undertaking, inter alia, the branch of a foreign company, may in addition to its address submit to the registrar the Estonian address of one person, which can be used for the delivery to such person of the procedural documents of the undertaking and the declarations of intent addressed to the undertaking. The right of the above person to receive on behalf of the undertaking the procedural documents of the undertaking and the declarations of intent addressed to the undertaking applies in regard to third parties pursuant to the provisions of subsection 34 (2) of this Code.

 (2) If the residence of at least half of the members of the management board of a private limited company, a public limited company or a branch is not in Estonia, in another Member State of the European Economic Area or in the Swiss Confederation, the private limited company, the public limited company or the foreign company shall appoint the person specified in subsection (1) of this section.

Chapter 8 REGISTRY CARD  

§ 64. Registry card information

  The following shall be entered on a registry card:
 1) the business name and registry code of the undertaking or company;
 2) the residence or registered office, and address of the undertaking or company;
 3) information on the sole proprietor;
 4) information on the suspension of the activity, seasonal or temporal activity of the enterprise of the sole proprietor;
 5) information on general partners and liquidators of the company and persons who are granted right of representation specified in subsection 98 (3) and § 131 of this Code or information on members of the management board and liquidators of the company;
 6) information on procurators;
 7) the legal form of the undertaking or class of company;
 8) the date of approval of the articles of association of the company;
 9) the agreements on the right of representation of the partners or the authority of the members of the management board and of the liquidators of the company in representing the company;
 10) information on the limited partners of the undertaking and the amounts of their contributions;
 11) the monetary amount of the share capital of the company;
 12) a notation concerning foundation of the private limited company without making contributions;
 13) a notation concerning entry of the shares of the company in the Estonian Central Register of Securities;
 14) the beginning and end of the financial year;
 15) information on bankruptcy according to § 58 of this Code;
 16) a notation concerning the merger, division and transformation, and the dissolution and deletion of the company;
 17) reference to entries made by the registrar as provided by law without a petition of the undertaking;
 18) information on the depositary of documents of a liquidated company;
 19) the date of entry;
 20) reference to later entries and other notations.

§ 65. [Repealed - RT I, 18.12.2012, 3 - entry into force 19.12.2012]

  A registry card of part B of the card register shall set out:
 1) the business name and registry code of the company;
 2) the registered office and address of the company;

 (3) [Repealed - RT I 2006, 61, 456 - entry into force 01.01.2007]
 4) the monetary amount of the share capital of the company;
 41) the foundation without making the contribution;
 42) number of shares without nominal value;
 5) information on members of the management board and liquidators;
 6) information on procurators;
 7) the class of company;
 8) the date of approval of the articles of association of the company;
 9) the authority of the members of the management board and of the liquidators in representing the company;
 10) the date of amendment of the articles of association and the subject of the amendment;
 11) the beginning and end of the financial year;
 111) a notation concerning entry of the shares of the company in the Estonian Central Register of Securities;
 12) information on bankruptcy according to § 58 of this Code;
 13) the merger, division, transformation, dissolution or deletion of the company;
 14) reference to entries made by the registrar as provided by law without a petition of the undertaking;
 15) information on the depositary of documents of a liquidated company;
 16) the date of entry, and signature of the person enforcing the ruling on entry and the signature and title of the person competent to make the ruling on entry;
 17) reference to later entries and other notations.

§ 66. Entry concerning invalidation of resolution of company

  If a court declares invalid the resolution of a body of a company on the basis of which an entry was made in the commercial register, an entry concerning the court judgment shall be made in the same place of a registry card as the entry made on the basis of the resolution which is declared invalid.

Chapter 9 MAINTENANCE OF COMMERCIAL REGISTER USING ELECTRONIC MEANS  

§ 67. Conditions for maintenance of commercial register using electronic means

 (1) The commercial register shall be maintained using electronic means.

 (2) [Repealed - RT I 2006, 61, 456 - entry into force 01.01.2007]

 (3) A copy of the commercial register maintained using electronic means shall be substituted by a print-out, the authenticity of which shall be certified by the registrar if so requested by a person. A print-out issued to a person shall contain invalid data only if such data were requested.

 (4) The Minister of Justice may establish by a regulation:
 1) formal requirements for documents submitted to the registrar and technical requirements for their submission which are necessary for computerised data processing;
 2) a requirement that petitions to be submitted to the registrar be prepared by a notary;
 3) a procedure based on which the registrar and all interested persons can verify whether the business name applied for is distinguishable from previous business names;
 4) a procedure for maintenance of the central electronic database of the commercial register.

§ 68. Validity of electronic entry

 (1) An entry in the commercial register maintained using electronic means is made if it is saved in the database assigned for commercial register entries.

 (2) An entry has legal effect provided for in subsections 34 (2) and (3) of this Code as of the moment when a reference concerning the making of the entry is published in public computer network.

§ 69. Access to commercial register through computer network

 (1) The procedure for accessing data in the commercial register through a computer network shall be established by the Minister of Justice.

 (2) The Minister of Justice may require, by a regulation, that notaries ensure the connection with the electronic commercial register through the e-notary information system. In such case, all persons have the right to obtain attested print-outs from the commercial register from notaries’ offices.

§ 691. Information concerning prohibitions on business and prohibitions to engage in enterprise

  Information concerning prohibitions on business imposed on the basis of the Bankruptcy Act and prohibitions to engage in enterprise imposed on the basis of the Penal Code shall be accessible pursuant to the same procedure as accessing data in the commercial register maintained using electronic means.

§ 70. Payment procedure for issuing of information in electronic register

 (1) The issuing of information from the electronic commercial register, non-profit associations and foundations register and commercial pledge register is subject to a fee.

 (2) The Minister of Justice shall establish, by a regulation, the rates of fees of up to two euros for one inquiry or object of inquiry.

 (3) A person making an Internet inquiry concerning himself or herself or making an Internet inquiry concerning effective entry data and the persons determined by the Minister of Justice on the basis of subsection (4) of this section for the performance of the public law functions shall be exempt from payment of fees for the issuing of information from the electronic commercial register, non-profit associations and foundations register and commercial pledge register.

 (4) The Minister of Justice shall establish, by a regulation, the list of legal persons in public law and other persons who shall be issued without charge the information for the performance of the public law functions prescribed by law.

Chapter 10 LIABILITY  

§ 71. Liability of undertaking

 (1) The registrar may, pursuant to the procedure provided by the Code of Civil Procedure, impose a fine on an undertaking and any other person required to submit the information to the register who fails to submit information provided by law or submits incorrect information to the registrar, regardless of whether or not such information is subject to entry in the register.

 (2) If a person fails to submit information to the registrar within the term prescribed by law, the registrar may impose a fine on the person without first issuing the ruling of warning specified in the Code of Civil Procedure.

 (21) A fine is imposed in the amount specified in the Code of Civil Procedure, but no less than 200 euros.

 (3) This section also applies to violations of the requirements provided in subsection 15 (2) of this Code and the violations specified in subsection 42 (7) of the Estonian Central Register of Securities Act.

Estonia Companies Act Estonia Companies Act Estonia Companies Act

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