Estonia Commercial Code - Liability for Misdemeanours

Part IX1 LIABILITY FOR MISDEMEANOURS  
[RT I 2002, 63, 387 - entry into force 01.09.2002]

§ 5041. Submission of false information into list of shareholders

  Submission, by a shareholder or the representative of a shareholder, of incorrect information to the list of shareholders prepared at a general meeting is punishable by a fine of up to 100 fine units.

§ 5042. Violation of requirements for issue of shares

  The issue of shares before full payment of the issue price, or the issue of shares before the making of an entry in the commercial register concerning the public limited company or the increase of share capital, or the issue of shares with a nominal value or book value less than the permitted nominal value or book value, or the simultaneous issue of shares with nominal value and without nominal value by a member of the management board or supervisory board or a liquidator of the public limited company is punishable by a fine of up to 200 fine units.

§ 5043. Violation of requirements for transfer of shares

  The illegal acquisition of the shares of a public limited company for the same public limited company or taking of such shares as security, failure to offer own shares of a public limited company for transfer or failure to terminate the taking of own shares as security for a public limited company by a member of the management board or supervisory board of the public limited company or a liquidator is punishable by a fine of up to 200 fine units.

§ 5044. 

§ 5045. Offer and acceptance of advantages upon voting

  Offer or acceptance of special advantages if this involves an obligation to vote in a certain way or not to vote at a general meeting or meeting of shareholders is punishable by a fine of up to 200 fine units.

§ 5046. Proceedings

 (1) The provisions of the General Part of the Penal Code and the Code of Misdemeanour Procedure apply to misdemeanours provided for in §§ 5041–5045 of this Act.

 (2) The body conducting extra-judicial proceedings of the misdemeanours provided for in §§ 5041–5045 shall be a police authority.
[RT I 2009, 62, 405 - entry into force 01.01.2010]

Part X IMPLEMENTATION OF ACT 

§ 505. [Omitted from this text]

§ 506. Application of this Code to companies

 (1) As of 1 September 1995, companies shall only be founded pursuant to the procedure provided for in this Code, and the provisions of this Code shall apply to them.

 (2) The provisions of § 1, subsections 2 (1), (4) and (5), §§ 4–6, 79–82, 85–98, 100, 101, subsections 102 (1)–(3) and 103 (1)–(3), §§ 104–111, 113–115, 117–121, 123–126, 128–130, subsection 131 (1), § 132, subsection 134 (1), §§ 135, 140–143, clauses 144 (1) 1),2),4),5),7),8) and subsection 144 (3), §§ 145, 146, subsections 148 (3)–(6), §§ 149–170, subsections 171 (1) and (3) and clause 171 (2) 3), §§ 172–175, 177, 178, subsections 179 (1)–(3), 180 (1), (2), (6) and (7) and the first and second sentences of subsection 180 (3), §§ 181–188, subsection 189 (2), §§ 190, 191, subsections 192 (1) and (2), §§ 193–195, 197–199, 201–203, 205–207, 209–216, subsection 219 (1), §§ 220, 221, 223–226, subsections 227 (1) and (2), §§ 228–240, subsections 241 (1), (2), (3) and (4), §§ 246–248, subsection 249 (4), clauses 250 (1) 1), 2), 5), 6), 7), and 8) and subsection 250 (3), §§ 251, 252, 272–291, clause 292 (1) 2), subsections 292 (2) and (3), §§ 293–299, subsection 300 (1), §§ 302–307, subsections 308 (1)–(3), §§ 309–315, 328–332, 334–340, subsections 341 (1)–(3), §§ 342, 344–358, 360–366, 368–370, 372–379 and 383 of this Code shall correspondingly apply to companies founded before 1 September 1995 until their entry in the commercial register. Until entry in the commercial register, the management board of a public limited company has both the rights of a management board and supervisory board unless the articles of association of the public limited company prescribe otherwise. If the articles of association or partnership agreement of a company is in conflict with the law, the provisions of law shall apply. The liability of members of the supervisory board prescribed in § 327 of this Code shall extend to members of the management board of a public limited company which is not entered in the commercial register if the public limited company does not have a supervisory board.

 (21) The personal liability provided for in §§ 187, 315 and subsection 506 (2) of this Code shall apply to the director of an enterprise entered in the enterprise register unless he or she proves that he or she was not the director of the enterprise at the time of conclusion of a transaction or of failure to perform an act.

 (22) The provisions of §§ 3631–36310 of this Code shall apply only to public limited companies whose shares are registered in the Estonian Central Register of Securities.

 (3) Until entry of a company in the commercial register, private limited companies and public limited companies of which all the shares are held by the state shall be managed taking into account the exceptions established by the Government of the Republic.

 (4) Until entry in the commercial register, the general meeting of a public limited company shall, in addition to the provisions of subsection 298 (1), also be competent to decide on other matters placed within the competence of the general meeting by the articles of association of the public limited company.

 (41) The provisions of clause 139 (1) 7), subsection 156 (3), subsection 160 (2) and subsection 1992 (4) of this Code in the wording effective before 1 January 2011 shall apply to the legal reserve of the private limited companies founded before 1 January 2011. The shareholders may adopt a resolution concerning the termination of the formation or increase of the legal reserve. Subsection 175 (1) of this Code shall apply to the adoption of the respective resolution.

 (5) Before the entry into force of the requirements specified in the fourth sentence of subsection 180 (2) and in subsection 308 (4), the membership of the management boards of private limited companies and public limited companies entered in the commercial register shall be brought into accordance with the specified requirements by 1 September 1997.

 (51) The provisions of subsection 184 (2) of this Code in the wording effective at the time of the election of a member of the management board shall apply to the term of office of a member of the management board elected before 1 January 2011.

 (6) Until 1 September 1999, the management board of a private limited company or public limited company may acquire and transfer immovables, structures as movables and holdings in other companies (shares) in the name of the private limited company or public limited company only by a resolution of the supervisory board or, if no supervisory board exists, of the meeting of shareholders or general meeting of shareholders, unless the articles of association of the private limited company or public limited company prescribe otherwise. This restriction shall apply with regard to third persons.

 (7) The provisions of subsections 97 (1), 155 (2), 179 (2), 225 (2), 332 (4), 335 (11) and 388 (5) of this Code in the wording in force before 1 December 2005 apply to accounting periods which began before 1 January 2005, and to the reports concerning such periods.
[RT I 2005, 61, 478 - entry into force 01.12.2005]

 (8) The provisions of subsections 400 (2), 443 (2), 480 (3) and 485 (2) of this Code in the wording in force before 1 December 2005 apply to mergers, divisions and transformations which started before 1 December 2005.
[RT I 2005, 61, 478 - entry into force 01.12.2005]

 (9) Public limited companies which have introduced shares without nominal value and which number of shares without nominal value is not entered in the commercial register shall submit together with the petition submitted to the commercial register containing the application for entry concerning the amendment of the articles of association into the commercial register the petition for the entry of the number of shares without nominal value into the commercial register, if the articles of association are amended in connection with the number of shares without nominal value.

§ 507. Enterprises not provided for in this Code

  Enterprises founded pursuant to legislation valid before the entry into force of this Code and not provided for as undertakings in this Code shall, by 1 September 1997, be transformed pursuant to § 509 of this Code or be dissolved. The foundation of, transformation into, merger with or division into such enterprises shall not be permitted after 1 September 1995.

 (2) Provisions of legislation concerning enterprises which were founded pursuant to legislation valid before the entry into force of this Code and which are not provided for as undertakings in this Code shall apply to such enterprises.

 (3) If an enterprise founded pursuant to legislation valid before the entry into force of this Code is not transformed or dissolved by 1 September 1997, it shall undergo compulsorily dissolution pursuant to the procedure provided for in § 513 of this Code.

§ 508. Foundation of enterprise before entry into force of this Code

  An enterprise founded before 1 September 1995 may be entered in the register of enterprises, agencies and organisations of the Republic of Estonia (hereinafter enterprise register) if the enterprise is granted permission for foundation before 1 September 1995, and the petition for entry in the register is submitted by not later than 10 September 1995.

§ 509. Merger, division and transformation

 (1) The merger, division or transformation of companies entered in the commercial register shall be effected pursuant to the procedure provided for in this Code. A company entered in the commercial register shall not merge with a company which is not entered in the commercial register.

 (2) An enterprise which is not entered in the commercial register may be transformed into an undertaking provided for in this Code or in another manner provided for in this section. The provisions of §§ 478–482, 485–487, 489–495, 498, 500 and 504 of this Code shall apply to the transformation of enterprises which are not entered in the commercial register. The term specified in the first sentence of subsection 485 (1) shall not apply to the transformation of an enterprise which is not entered in the commercial register.

 (3) Transformation, merger or division of state enterprises [ riigiettevõte, riiklik ettevõte ], state small enterprises, other enterprises held by the state, collective enterprises, leased enterprises and state funds shall be effected on the basis of an order of the Government of the Republic and pursuant to the procedure established by the Government of the Republic.

 (4) A municipal enterprise may be transformed into a private limited company, public limited company or local government agency. Transformation of a municipal enterprise shall be decided by the rural municipality or city council and shall be organised by the rural municipality or city government.

 (5) A state enterprise [ riigiettevõte, riiklik ettevõte ] may be transformed into a private limited company, public limited company, legal person in public law or state agency.

 (6) A leased enterprise, collective enterprise or state small enterprise may be transformed into a private limited company or public limited company.

 (7) Upon a transformation, the documents provided for in clauses 485 (1) 1)–4) and 6)–8) and, in the case of the transformation of a public limited company, the opinion of an auditor on whether the public limited company has net assets which correspond to the share capital, shall be submitted to the registrar of the commercial register. Upon the transformation of a private limited company, the opinion of an auditor shall be appended if the company meets the conditions for which an audit is prescribed.

 (8) Enterprises which are not entered in the commercial register may merge such that they found a new company, which shall be entered in the commercial register, or such that one enterprise is merged with another. The provisions of §§ 391–393, 397, 398, 400, 401, 403, 405–410, 412–417, 421–433 shall correspondingly apply to a merger of enterprises. The provisions of the first sentence of subsection 400 (1) shall not apply to a merger of enterprises which are not entered in the commercial register. The opinion of an auditor on whether a public limited company has net assets which correspond to the share capital shall also be submitted to the registrar concerning a public limited company being entered in the commercial register. Upon entry of a private limited company in the commercial register, the opinion of an auditor shall be appended if the company meets the conditions for which an audit is prescribed.

 (9) Transformation or merger into a company provided for in this Code shall be deemed to be effected as of entry of the company in the commercial register. Upon transformation of a state enterprise [ riigiettevõte, riiklik ettevõte ], state small enterprise, state foundation or municipal enterprise into a company, assets transferred to such enterprise pursuant to law by the state, assets acquired on the basis of such assets or in some other manner and which are in the lawful possession of such enterprise at the time of entry in the commercial register shall be deemed to be to have transferred from state ownership into the ownership of the company as of the moment of entry of the company in the commercial register. The same shall apply with regard to entry of a state foundation or municipal enterprise in the non-profit associations and foundations register.
[RT I 1998, 23, 322 - entry into force 22.03.1998 - applied retroactively as of 1 September 1995]

 (91) The provisions of the second sentence of subsection (9) of this section shall apply upon a merger of the enterprises specified in subsection (9) to the company to which the assets in the possession of the merging companies are transferred.
[RT I 1998, 23, 322 - entry into force 22.03.1998 - applied retroactively as of 1 September 1995]

 (92) Upon a division of a state enterprise [ riigiettevõte ] pursuant to subsection (3) of this section, the Government of the Republic shall establish the procedure for transfer of the assets in the possession of the state enterprise to the ownership of the company.

 (10) Upon transformation or merger of an enterprise which is not entered in the commercial register into an undertaking provided for in this Code, the assets transferred to the new undertaking shall be exempt from income tax and value added tax.

 (11) A general partnership or limited partnership which is not entered in the commercial register shall not be transformed into a private limited company or public limited company.

 (12) A state fund may be transformed into a private limited company, public limited company, foundation or legal person in public law. The petition of a state foundation which is being transformed into a private limited company or public limited company shall be submitted to the registrar of the commercial register by not later than 1 September 1997; the petition of a state foundation which is being transferred into a foundation shall be submitted to the registrar of the non-profit associations and foundations register by not later than 1 October 1998.

§ 510. Transformation into sole proprietorship

 (1) A private limited company or public limited company which is not entered in the commercial register, all the shares of which are held by one shareholder who is a natural person, may, by a resolution of the meeting of shareholders or of the general meeting of shareholders, be transformed into a sole proprietorship. This transformation shall be permitted and shall be deemed to be effected if the sole proprietor is entered in the commercial register.

 (2) Upon transformation, the assets of the private limited company or public limited company together with the obligations shall transfer to the sole proprietor who was a shareholder.

 (3) The business name of the sole proprietorship, the registered office of the enterprise and other measures necessary for transformation shall be set out in the transformation resolution.

 (4) The sole proprietor shall submit a petition for entry of the transformation and of the sole proprietor in the commercial register. The following shall be appended to the petition:
 1) the transformation resolution;
 2) the balance sheet taken as the basis for the transformation.

 (5) A registrar may enter a transformation in the commercial register only if the balance sheet taken as the basis for the transformation is prepared not earlier than eight months before submission of the petition to the commercial register. The provisions for preparation of an annual report shall apply to preparation of a balance sheet.

 (6) Upon entry of the transformation and of the sole proprietor in the commercial register, the assets of the private limited company or public limited company shall transfer to the sole proprietor. The private limited company or public limited company shall dissolve as of entry of the transformation.

 (7) The sole proprietor may use the business name of the private limited company or public limited company, taking into account the requirements of § 8 of this Code.

§ 511. Petition for entry in commercial register

 (1) An undertaking founded and registered in the enterprise register before 1 September 1995 shall be entered in the commercial register on the petition of the undertaking.

 (2) A petition for entry in the commercial register shall set out the information concerning the undertaking as provided by law and the documents provided by law, and the certificate of registration of the undertaking in the enterprise register shall be appended to the petition. All members of the management board of or the partners entitled to represent the company shall sign the petition.

 (3) For entry in the commercial register, the articles of association of the company shall be brought into accordance with the provisions of this Code.

 (4) A person competent to make rulings on entries shall review a petition for entry in the commercial register of an enterprise entered in the enterprise register in the same legal form or by way of transformation or by way of merger within six months days after such petition is submitted. Petitions shall be reviewed in the order they are received. The head of a registration department may with good reason permit the review of a petition as a priority. The primary good reason shall be participation in a transaction for which the corresponding natural or legal person must, pursuant to the Land Reform Act be entered in the commercial register.

 (5) If the workloads of the registration departments of different county courts are temporarily unequal, the Minister of Justice may, in the interests of the state, assign an assistant judge or registry secretary from a registration department with a lesser workload to perform his or her duties in a registration department with a greater workload for up to one month. Accommodation and travel expenses shall be paid to an assistant judge or registry secretary who is so assigned, and he or she shall be paid additional remuneration in an amount determined by the Minister of Justice, but not less than 25 per cent and not more than 50 per cent of his or her salary.

§ 5111. Change of residence or registered office or address information by registrar

  If the residence or registered office or address information of persons provided for in subsections 62 (3)-(51) of this Code are changed, the registrar shall make amending entries for each undertaking separately together with amendments of other information on the undertaking in the registry. If technically possible, the address data may also be corrected automatically pursuant to the procedure established by the Minister of Justice.

§ 5112. Changes to territorial jurisdiction of registrars

 (1) If technically possible, the transfer of registry data shall be automated in the case of changing the territorial jurisdiction of the registrar. The Minister of Justice has the right to issue regulations for automated transfer of registry data.
[RT I 2009, 67, 460 - entry into force 01.01.2010]

 (2) If a registrar's territorial jurisdiction is changed, a sole proprietor has no obligation to alter his or her business name which is confusingly similar to other names entered in the commercial register within the territorial jurisdiction of the new registrar, or deleted from such register less than three years ago provided that, after the change in the territorial jurisdiction takes place, the registered office of the sole proprietor's undertaking will remain in the same county as before.
[RT I 2005, 15, 85 - entry into force 01.01.2006]

§ 5113. Notation concerning entry of shares in Estonian Central Register of Securities

  If technically possible, a notation on the registry card concerning the entry of shares in the Estonian Central Register of Securities may be made automatically based on the data obtained from the Estonian Central Register of Securities pursuant to the procedure established by the Minister of Justice. A notice concerning the making of a notation shall be forwarded to the undertaking pursuant to the procedure established by the Minister of Justice.
[RT I 2006, 55, 407 - entry into force 01.01.2007]

§ 5114. Entry of sole proprietors registered with register of taxable persons in commercial register

 (1) A sole proprietor registered with the register of taxable persons shall be entered in the commercial register based on his or her petition. It is possible to file a petition from 1 January to 31 December 2009. Filing the petition is exempt from state fees.

 (2) The petition for entry in the commercial register shall include in addition to other information specified in this Code also the registration of a sole proprietor with the register of taxable persons. The starting date of the registration of a sole proprietor with the register of taxable persons shall be entered in the commercial register.

 (3) The petition for entry in the commercial register shall be reviewed within the term specified in subsection § 53 (1) of this Code. If the petition for entry is filed within the last five months of the term specified in subsection (1) of this section, the petition for entry shall be reviewed within 10 working days as of the filing of the petition.

 (4) The registrar shall promptly notify the Tax and Customs Board of the information concerning sole proprietors whose petitions for entry in the commercial register have been satisfied, and after 31 December 2009 also of the information concerning sole proprietors whose petitions for entry have been dismissed.

 (5) A sole proprietor whose petition for entry in the commercial register has been satisfied or who has failed to submit a petition for entry in the commercial register by the term specified in subsection (1) of this section or whose petition for entry has been dismissed shall be deleted from the register of taxable persons. The Tax and Customs Board shall notify a sole proprietor of his or her deletion from the register of taxable persons.

§ 512. Branch of foreign company

 (1) A branch or representation of a foreign company entered in the enterprise register before 1 September 1995 shall be entered in the commercial register as a branch on the petition of the undertaking.

 (2) The petition shall be signed by the director of the branch or representation. The documents provided by law concerning a branch shall be appended to the petition.

 (3) The branch of a foreign company shall lose the rights of a legal person as of 1 September 1995.

§ 513. Deletion from register

 (1) Upon entry in the commercial register of an undertaking recorded in the enterprise register, a notation to this effect shall be made in the entry in the enterprise register on the basis of a notice from the registrar of the commercial register.

 (2) Enterprises in the enterprise register which by 1 September 1997 are not entered as undertakings in the commercial register or for which, by 1 September 1997, no petition for entry in the commercial register has been submitted to the registrar of the commercial register or whose petition for entry in the commercial register has been denied, shall be deemed to have undergone compulsory dissolution.
The right of representation of the management board of an enterprise which has undergone compulsory liquidation or of the body substituting therefor shall be retained until a court appoints liquidators or declares a bankruptcy or deletes the enterprise from the register. The composition of the management board or of the body substituting therefor may be changed until such time only with good reason and the permission of the court. The primary good reasons shall be:
 1) a lengthy or serious illness due to which performance of the duties of the management board or of the body substituting therefor becomes impossible;
 2) the death of a member of the management board or of the body substituting therefore or the declaration of a member of the management board or of the body substituting therefor as missing or dead or to be without active legal capacity;
 3) the entry into force of a court judgment by which punishment with imprisonment is imposed;
 4) the entry into force of a court judgment by which a member of the management board or of the body substituting therefor is deprived of the right to operate in a particular area of activity;
 5) a member of the management board or of the body substituting therefor takes up residence in a foreign country permanently. Changes in the composition of a management board or of a body substituting therefor shall enter into force as of registration in the enterprise register.

 (3) The registrar of the enterprise register shall publish a notice of the compulsory dissolution of an undertaking in the official publication Ametlikud Teadaanded. If the registrar of the commercial register makes a judgment concerning a petition for entry of an undertaking in the commercial register by which the registrar denies the petition after 1 September 1997, the registrar shall publish a notice in the official publication Ametlikud Teadaanded. A notice of dissolution shall indicate that creditors, shareholders and members are to submit their claims within four months after publication of the last notice to the court according to the registered office of the enterprise for the appointment of liquidators or a declaration of bankruptcy.

 (31) Creditors, shareholders and members may submit a petition to the court according to the seat of the enterprise for appointment of liquidators or a declaration of bankruptcy within four months after publication of the notice specified in subsection (3) of this section. The court may give preference to appointment of the director of the enterprise entered in the enterprise register as the liquidator, who is obligated to accept the duties of liquidator unless refusal to accept such duties is due to a good reason specified in subsection (2) of this section. The following shall be set out in a petition for liquidation:
 1) information on the enterprise which has undergone compulsory dissolution for which liquidation is applied for, including reference to the issue of Riigi Teataja Lisa in which the notice of compulsory dissolution was published;
 2) the name, residence or registered office and postal address of the petitioner;
 3) a request for a person to be appointed as liquidator, and the name, residence and postal address of such person;
 4) information on the amount, basis and term for payment of the claim on which the petition is based if the petition is submitted by a creditor; in such case proof of existence of the claim shall be appended to the petition. The consent of a person shall be appended to the petition if the person’s appointment as liquidator is requested unless the petition is for appointment of the director of an enterprise entered in the enterprise register as liquidator. A receipt for payment of the state fee shall also be appended to the petition.
If the court has already appointed a liquidator for an enterprise which has undergone compulsory dissolution, any subsequent petitions for liquidation shall be deemed to be notices of claims and the court shall forward them to the liquidator. Any person who submits a knowingly false petition for liquidation shall compensate for any damage caused thereby to the enterprise, its creditors, shareholders or members.

 (32) An enterprise which has undergone compulsory dissolution shall not:
 1) distribute profits to shareholders, members or the undertaking (dividends);
 2) transfer or rent immovables, movables registered in a state register (buildings, vehicles, etc.) or holdings in other companies (shares) belonging to the enterprise, or encumber immovables, movables registered in a state register (buildings, vehicles, etc.) or holdings in other companies (shares) belonging to the enterprise with a restricted real right;
 3) amend the articles of association;
 4) change the amount of share capital or the amount of the contribution of partners;
 5) found legal persons. The restrictions provided for in clause 2) of this subsection shall apply until a court appoints liquidators or declare a bankruptcy. The restrictions provided for in clause 2) of this subsection shall apply with regard to third persons.

 (4) [Omitted]

 (5) If creditors, shareholders or members do not give notice of their claims during the term specified in subsection (3) of this section or if a liquidation is completed, the enterprise shall be deemed to be dissolved and shall be deleted from the register.
In order to conclude liquidation, the liquidators shall submit the final balance sheet and a petition for deletion of the enterprise from the register and for entry of the depositary of the documents of the liquidated enterprise in the register to the registrar of the enterprise register. If an enterprise is dissolved due to failure to fulfil a claim, the director of the enterprise entered in the enterprise register at the time of dissolution shall be deemed to be the depositary of the documents of the liquidated enterprise and shall be entered in the enterprise register by the registrar of the enterprise register.

 (6) Upon entry in the commercial register of a company or branch founded before 1 September 1995, a notation concerning the earlier registration of the company or branch in the enterprise register shall be made in the commercial register, indicating the former registration number.

 (7) A branch or representation of a foreign company which is not entered in the commercial register by 1 September 1997 or for which, by 1 September 1997, no petition for entry in the commercial register has been submitted to the registrar of the commercial register or whose petition for entry in the commercial register has been denied, shall be deleted from the enterprise register by the registrar of the enterprise register unless it is a branch or representation of a foreign credit institution.

 (8) The Minister of Justice may, by a regulation, establish a specific procedure for carrying out compulsory dissolution specified in this section. The Minister of Justice shall, by a regulation, establish the procedure for remuneration of liquidators of enterprises which undergo compulsory dissolution and the maximum amounts of remuneration.

§ 514. [Repealed - RT I 2008, 60, 331 - entry into force 01.01.2009]

§ 515. Rights attaching to different classes of shares

 (1) Rights attaching to shares issued before 1 September 1995 which do not comply with the provisions of this Code shall continue to be valid. Such rights shall be set out in the articles of association of the public limited company.

 (2) The rights of founders and shareholders which are not attaching to shares shall be void as of 1 September 1995.

§ 516. Nominal value of share

  The shares of a private limited company founded before 1 September 1995 with nominal values less than the nominal value provided for in § 148 of this Code shall continue to be valid.

§ 517. Business name

 (1) Upon entry of an undertaking in the commercial register, the registrar shall make inquiries to the enterprise register concerning the registration of the same or a similar name in the corresponding registers.

 (2) A business name being applied for shall not be entered in the commercial register if it or a misleadingly similar business name is registered in the enterprise register by another undertaking before the applicant.

 (3) [Repealed - RT I 2001, 93, 565 - entry into force 01.02.2002]

§ 518. Audit of share capital

 (1) Upon entry in the commercial register of a private limited company or public limited company in the same legal form entered in the enterprise register, the balance sheet of the private limited company or public limited company, which must be prepared as at a date not earlier than six months before submission of the petition for entry in the commercial register, shall be submitted. The balance sheet shall reflect the share capital entered in the register.

 (2) The opinion of an auditor concerning whether a public limited company has net assets which correspond to the share capital shall be appended to the balance sheet of a public limited company specified in subsection (1) of this section. The opinion of an auditor shall be appended to the balance sheet of a private limited company if the private limited company meets the conditions for which an audit is prescribed.

 (3) A resolution on alteration of share capital may, for the purpose of entry of the company in the commercial register, be made regardless of the restrictions on alterations of capital prescribed in the articles of association. An alteration of capital need not be previously registered in the enterprise register.

§ 519. Amount of share capital

 (1) As of 1 September 1995, the share capital of a private limited company being founded and entered in the commercial register shall be at least 10 000 kroons, and the share capital of a public limited company shall be at least 100 000 kroons.

 (2) As of 1 September 1999, the share capital of a private limited company shall comply with the amount provided for in § 136 of this Code, and the share capital of a public limited company shall comply with the amount provided for in § 222 of this Code.

 (3) A private limited company the share capital of which is not at least 40, 000 kroons or a public limited company the share capital of which is not at least 400, 000 kroons shall be deemed to have undergone compulsory dissolution, if:
 1) the private limited company or the public limited company has not submitted an application to the registrar of the commercial register to increase the share capital to the amount specified by 1 September 1999 at the latest, or
 2) the private limited company or the public limited company has not submitted an application concerning the transformation of the company to the registrar of the commercial register by 1 September 1999 at the latest, or
 3) the application of the private limited company or the public limited company specified in clause 1) or 2) of this subsection is denied after 1 September 1999.

 (4) Provisions of section 513 of this Code shall apply to companies deemed to have undergone compulsory dissolution pursuant to subsection (3) of this section, and the term “commercial register” shall be used instead of enterprise register upon the application of the provisions and the duties assigned to the registrar of the enterprise register by the given provisions shall be performed by the registrar of the commercial register.

§ 520. Foundation of company

 (1) During the foundation of a company, the founders shall use the proposed business name of the company together with the appendage “asutamisel” [in foundation]. In addition to the above, a company being founded shall be marked, in national and local government databases, by the number of the act of attestation of the foundation transaction and, in the case the foundation transaction is not notarised, by the foundation number issued to the founders by the internet-based information system of the commercial register.

 (11) The procedure for formation of the notarial act number and foundation number specified in subsection (1) of this section shall be established by a regulation of the Minister of Justice.

 (2) In order to make a non-monetary contribution, an agreement concerning the transfer of the item of the non-monetary contribution shall be concluded with the company being founded. The agreement shall be in writing unless notarial attestation or notarial certification is required by law for transfer of a certain item.

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

 (4) In order to make monetary contributions to a private limited company or public limited company, the founders shall open a bank account in an Estonian credit institution in the name of the company being founded using the business name, the appendage and the number specified in subsection (1) of this section, which may be disposed of in the name of the company after entry of the company in the commercial register. The founders may authorise the notary to open an account.

 (41) In expedited procedure, a monetary contribution is made upon foundation of a company to the deposit account of the registrar or the account specified in subsection 15 (41) of the Money Laundering and Terrorist Financing Prevention Act. The business name, appendage and number specified in subsection (1) of this section shall be used in making the contribution. If the contribution is made to the deposit account of the registrar, the company shall apply no later than within one year following its entry in the register for the return of the contribution to its account with a credit institution; in case of exceeding the term the contribution shall remain in the public revenues. The contribution shall be returned within five working days after submission of a conforming application.

 (42) The Minister of Justice shall establish, by a regulation, the procedure for submission of the application for return specified in subsection (41) of this section and the corresponding technical requirements and shall in concordance with the Minister of Finance authorise an agency to whom the applications for return are submitted as the agency who carries out the returns.

 (5) If a company is not entered in the register, movables entered in the register and immovables entered in the land register in the name of the company, as well as the account specified in subsection 15 (41) of the Money Laundering and Terrorist Financing Prevention Act company may be disposed of only pursuant to procedure specified by a court ruling. The contribution of the share capital made to the deposit account of the registrar or the account opened in the name of the company being founded if a company is not entered in the register, or the overpaid amount of the share capital if an amount exceeding the share capital has been paid to the deposit account or account shall also be returned pursuant to the procedure prescribed by the court ruling. The court shall make the ruling on the basis of an application by the founders. The application shall set out the reasons for failure to found or overpayment, which founders shall be given the right of disposal and to what extent, and who has made contributions to what extent. A payment made to the deposit account of the registrar shall remain in the public revenues if an application for the return of the payment is not submitted to a court within two years after the date of payment or overpayment.

 (51) A credit institution shall promptly notify the registrar if it does not agree to enter into a settlement contract concerning the account specified in subsection 15 (41) of the Money Laundering and Terrorist Financing Prevention Act or if a company has failed to perform the obligation established in the second sentence of the above provision. The registrar shall decide on returning the contribution of the share capital made to the account opened in the name of the company being founded by a court ruling in compliance with subsection 27 (4) of the Money Laundering and Terrorist Financing Prevention Act. The registrar shall provide the company with a one-month term for making a new contribution of the share capital. If the company fails to certify the contribution of the share capital within the specified term, the registrar shall decide on the compulsory dissolution of the company.

 (52) If the Financial Intelligence Unit on the basis of subsection 40 (1) of the Money Laundering and Terrorist Financing Prevention Act has made a precept concerning the restriction on the disposal of the account specified in subsection 15 (41) of the above Act, the respective notation shall be made on the registry card. The notation shall be deleted from the registry card on the basis of the respective petition by the Financial Intelligence Unit. If the Financial Intelligence Unit in compliance with subsection 40 (4) of the Money Laundering and Terrorist Financing Prevention Act does not terminate the restriction on the disposal of the account, it shall notify the registrar thereof. On the basis of the above notification, the registrar shall commence the compulsory dissolution of the company under the procedure established in subsection (51) of this section.

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

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

§ 5211. Updating of data concerning activity entered in commercial register

 (1) The registrar shall delete an activity of an undertaking entered in the commercial register without a petition for entry and ruling on entry if the data concerning the activity have been submitted to the registrar pursuant to subsections 4 (5) and (6) of this Code. The second sentence of § 61 of this Code and § 599 of the Code of Civil Procedure do not apply to deletion and a state fee is not charged for it.

 (2) The registrar shall make an inquiry concerning an undertaking whose activity has been entered in the commercial register and set a term for submission of notice concerning the activity.

 (3) An inquiry shall not be made concerning a company who is required to submit an annual report to the registrar. The data concerning the activity of such undertaking is amended based on the annual report.

§ 522. Reorganisation of work of enterprise register

 (1) The Government of the Republic shall reorganise the work of the enterprise register resulting from implementation of the commercial register.

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

§ 523. [Repealed - RT I 2009, 54, 363 - entry into force 01.01.2010]

§ 5231. Implementation of electronic reporting

  The provisions of subsection 32 (3) of this Code shall be applied to annual reports which are prepared in respect to accounting period starting on 1 January 2009 or later.

§ 524. [Repealed - RT I 1998, 59, 941 - entry into force 10.07.1998]

§ 525. Registry secretary

 (1) The staff of a registration department may include a registry secretary.

 (2) The registry secretary is a court official who shall:
 1) review petitions for entry submitted to the registrar and prepare drafts for rulings on entries concerning such petitions;
 2) certify the authenticity of transcripts and printouts;
 3) issue the certificates specified in subsection 28 (4) of this Code;
 4) issue the rulings specified in subsection 59 (6) and the second sentence of subsection 464 (4) of the Code of Civil Procedure;
 5) decide on making an entry concerning a sole proprietor, excluding the entry into the commercial register and amendment of business name;
 6) decide on changing the address entered in the commercial register and the non-profit associations and foundations register if the registered office (local government) does not change;
 7) perform other duties pursuant to the procedure established by the Minister of Justice.

 (3) A person who has worked as technical staff in a registration department for at least three months and has thereafter passed the professional examination for registry secretaries before an examination committee formed by the Minister of Justice, may be appointed as registry secretary. The professional examination shall cover substantive and procedural law relating to the functions of registration departments.

 (4) A registry secretary shall be appointed to and released from office by the director of the court on the proposal of the head of the registration department of the court.

§ 5251. Currency to be used

 (1) As of the date which has been determined in the Decision of the Council of the European Union regarding the abrogation of the derogation established in respect of the Republic of Estonia on the basis provided for in Article 140 (2) of the Treaty on the Functioning of the European Union (hereinafter date of abrogation of derogation), a private limited company or public limited company shall be entered in the commercial register in case its share capital and the nominal values of shares are denominated in euros in the memorandum of association, foundation resolution and articles of association.

 (2) Private limited companies and public limited companies that were entered and are entered in the commercial register before the date of the abrogation of the derogation after the date of the abrogation of the derogation may further denominate in the articles of association the share capital and the nominal values of shares in the Estonian kroons. If the share capital and the nominal values of shares are denominated in kroons, these shall comply with the terms and conditions specified in subsection (3) of this section.

 (3) If the share capital of a private limited company is denominated in the articles of association in the Estonian kroons, the share capital of the private limited company shall amount at least to 40 000 kroons. The minimum nominal value of a share shall be 100 kroons. If the nominal value of a share is greater than 100 kroons, the nominal value shall be a multiple of 100 kroons. If the share capital of a public limited company is denominated in kroons, the share capital of the public limited company shall amount at least to 400 000 kroons. The minimum nominal value of a share shall be ten kroons. If the nominal value of a share is greater than ten kroons, the nominal value shall be a multiple of ten kroons. Shares with a nominal value of less than ten kroons shall be void. The second sentence of subsection 223 (3) of this Code shall apply respectively. Each 100 kroons of the share of a private limited company shall grant one vote unless the articles of association prescribe otherwise.

 (4) After the expiry of one year as of the date of abrogation of derogation, the amendment to the articles of association of a private limited company or a public limited company shall be entered in the commercial register only in case the share capital or the nominal values of shares are denominated in euros in the articles of association or in case the respective amendment to the articles of association is simultaneously entered in the register. The same applies to the entry of the increase or reduction of the share capital in the commercial register, excluding the entry in the commercial register of the conditional increase of the share capital.

§ 5252. Amendments to articles of association and change of share capital of private limited companies and public limited companies for euro changeover

 (1) Subsections 174 (1) and (2) of this Code shall apply to the adoption of such resolution of the shareholders of a private limited company which amends the articles of association due to the conversion of the share capital and the nominal values of the shares into euros and which increases or reduces the share capital to fulfil the requirements provided for in § 136 and subsections 148 (1) and (2) of this Code. The provisions of the previous sentence shall apply also in case the articles of association are amended due to the increase or reduction of the share capital to fulfil the requirements provided for in § 136 and subsections 148 (1) and (2) of this Code. The provisions of the first sentence of this section shall not apply if the share capital is increased or reduced more than to the closest possible amount compared to the previous amount of the share capital to fulfil the requirements provided for in § 136 and subsections 148 (1) and (2) of this Code.

 (2) Subsection 299 (1) of this Code shall apply to the adoption of such resolution of the general meeting of a public limited company which amends the articles of association due to the conversion of the share capital and the nominal values of the shares into euros and which increases the share capital to fulfil the requirements provided for in § 222 and subsections 223 (1) and (2) of this Code. If a public limited company has several classes of shares, a resolution specified in the previous sentence shall be adopted if, in addition to the provisions of the previous sentence, at least more than half of the votes represented at the general meeting of each class of share are in favour unless the articles of association prescribe a greater majority requirement. The provisions of the first and second sentence of this section shall apply also in case the articles of association are amended due to the increase of the share capital to fulfil the requirements provided for in § 222 and subsections 223 (1) and (2) of this Code. The provisions of the first and second sentence of this section shall not apply if the share capital is increased more than to the closest possible amount compared to the previous amount of the share capital to fulfil the requirements provided for in § 222 and subsections 223 (1) and (2) of this Code. The provisions of the first and second sentence of this section shall also not apply if it is decided to amend the articles of association for the introduction of a share without nominal value.

 (3) Section 5253 of this Code shall apply to the conversion of the share capital and nominal values of the shares from kroons into euros to fulfil the requirements provided for in § 136, subsections 148 (1) and (2), § 222 and subsections 223 (1) and (2) of this Code. The conversion from kroons into euros shall not affect any rights related to the shares and the ratio between the nominal values of the shares and the share capital. The rounding of the result of the conversion of the nominal values of the shares shall have no legal importance. A private limited company and a public limited company shall refer in the respective resolutions to the rounding of the result of the conversion of the nominal values of the shares and the absence of its legal importance.

 (4) If a private limited company or a public limited company reduces for the conversion of the share capital and the nominal values of the shares into euros the share capital to the closest possible amount compared to the previous amount of the share capital to fulfil the requirements provided for in § 136, subsections 148 (1) and (2), § 222 and subsections 223 (1) and (2) of this Code, this may be performed in simplified way pursuant to the procedure provided for in §§ 1992 and 362 of this Code. In case of the reduction of the share capital for the conversion of the share capital and the nominal values of the shares into euros, the provisions of subsection 1992 (5) and § 363 of this Code do not apply irrespective of the time of conducting the reduction.

 (5) The shares issued on the basis of a resolution on the conditional increase of the share capital after the adoption of a resolution specified in subsection (2) of this section, which changes the nominal value of the shares, shall be effective in respect to the adoption of the above resolution as issued only after making the entry on the basis of the above resolution in the commercial register. The shares being issued on the basis of a resolution on the conditional increase of the share capital after the adoption of a resolution specified in the previous sentence shall participate in changing the nominal value.

§ 5253. Calculation of euros

 (1) Before the date of the abrogation of the derogation, the amounts recorded in euros in this Code shall be converted into the Estonian kroons based on the exchange rate of Eesti Pank.

 (2) The received result shall be rounded to the accuracy of one cent based on the third decimal. If the third decimal is from 0 to 4, the second decimal shall remain unchanged. If the third decimal is from 5 to 9, the second decimal shall be rounded up by one.

§ 5254. Number of votes in general partnership and limited partnership

  If in case of a general partnership or limited partnership founded before the date of the abrogation of the derogation the number of the votes of partners is calculated pursuant to the amount of contributions, it shall be considered that each 10 kroons of a contribution shall grant one vote to the partner unless the partnership agreement prescribes otherwise. The second sentence of subsection 93 (2) of this Code shall not apply in the case provided for in the previous sentence. Section 5253 of this Code shall apply to the conversion from euros into kroons and from kroons into euros. The conversion shall not affect the number of votes held by the shareholders. The rounding of the result of the conversion shall have no legal importance.

§ 526. – § 540.[Omitted from this text.]

§ 541. Implementing regulations

 (1) The Government of the Republic may issue regulations for implementation of this Code, in accordance with this Code.

 (11) The Government of the Republic may establish a procedure which prescribes that state agencies shall access data in the commercial register through a computer network and shall not request the submission of the same data from persons. If an administrative authority or a judicial institution can access data in the commercial register through a computer network, the provisions of other Acts concerning the duty of persons to submit registry cards do not apply.

 (2) The Minister of Justice may issue regulations for organisation of the activities of registration departments.

 (3) To the extent prescribed by a regulation of the Minister of Justice, information provided for in this Act need not be submitted to the registrar of the commercial register if such information is available to the registrar from the Estonian Central Register of Securities through a computer network. The lists of shareholders specified in subsection 182 (3) and the data of shareholders specified in subsection 334 (2), except for the addresses of shareholders, can be examined through the commercial register as the data of the business file.

 (4) To the extent prescribed by a regulation of the Minister of Justice, a company need not submit an extract from the land register or movable property register specified in this Code to the registrar if the registrar has access, by way of computer network, to the appropriate database and the transfer of ownership for the benefit of the relevant company can be established from such database.

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