Amendments to the Commercial code of Estonia (contact person, location of the board and register-based data of the enterprise)

Kalashnikov Law Office experts report that since 15.01.2017, some amendments to the Commercial code of the Republic of Estonia have entered into force, and these amendments mainly concern the location of the board of commercial partnerships and the enterprise data that are introduced into the register card.

Contact person for business partnerships (firms, companies, enterprises)

If, prior to the amendments entry into force, it was assumed that the management board of a business partnership should had been located in Estonia and the management of the company should had taken place from the territory of Estonia, the amendments coming into force weaken the binding of the company to a specific address on the territory of Estonia and allow the location of the management board of the company abroad and the management of the company itself from abroad. In connection with the loosenings mentioned above, concerning the location of the board, the contact person is playing a growing role, as main function of this person is to ensure an uninterrupted channel of communication with the board of the enterprise – if previously a contact person was necessary only for those enterprises in which the residence of at least half of the members of the management board was not Estonia, another country of the European economic area or Swiss Confederation, then, after 15.01.2017, all enterprises whose board is located outside Estonia, will need a contact person.

The requirement to have a contact person is primarily regulated by § 631 of the Commercial code of the Republic of Estonia, which states:
• (1) A businessman, or a branch of a foreign business partnership, may appoint a person to whom it is possible to deliver the procedural documentation of the businessman and statements of will intended for the mentioned businessman (hereinafter the contact person). In the case of delivery of procedural documentation or statements of will to the contact person, the relevant procedural documentation or statement of will is to be considered as delivered to the businessman.
• (2) If the management board of a commercial partnership or its substitute body is located in a foreign country, the commercial partnership shall appoint a contact person specified in Part 1 of this Article. In this case, only a notary, a notary office, a lawyer, a law office, a sworn auditor, an audit organization, a tax representative of a non-resident within the meaning of the Taxation law, or a person offering the services of trust funds and commercial partnerships, as specified in Article 8 of the Money Laundering and Terrorist Financing Prevention Act, may be appointed as a contact person. The address of the contact person will be considered in this case as the address of the business partnership.
• (3) If the place of residence of a member of the management board of a commercial partnership or a member of its substitute body, unitholder, shareholder or procurator is in Estonia, it is possible to appoint one of the persons designated in this part as the contact person specified in Part 2 of this Article.
• (4) If the place of residence of at least half of the heads of a branch of a foreign business partnership is not Estonia, another country of the European economic area or Swiss Confederation, the foreign business partnership shall name the person referred to in Part 1 of this Article.
• (5) The commercial register shall be provided with the name or commercial name, personal identification number or registration number, place of residence or activity and address of the contact person, as well as the address of delivery of the procedural documentation of the businessman and the statements of will intended for the businessman located in Estonia.

At the moment, the Commercial code, judicial practice and other sources do not establish criteria on the basis of which it is possible to establish unambiguously where the board of a commercial partnership is or should be located. Documentation accompanying the amendments to the Law demonstrates that the commercial partnership should, first of all, determine itself where its board is located and from where it is managed.

Data entered into the register card of the legal person

The amendments to the Commercial code also assume that if the management board or its replacement body is located outside Estonia, the foreign address of the location of the management board of the commercial partnership (§ 64 p. 21, § 145 p. 51) and the data of the contact person (§ 64 p. 91, § 145 p. 61) shall be entered into the register card. It will be also mandatory to enter the e-mail address of commercial partnership into the register card (§ 64 p. 2).

We offer – contact person service

Kalashnikov Law Office lawyers strongly recommend for all commercial associations, whose Board is in fact located outside of Estonia, to use the service of contact person even if the company will not declare a foreign location address of the board in the register card.

The cost of the contact person service is EUR 200 per year.

We are the licensed registrar of companies and the provider of virtual office and contact person services. We have a state license issued by the Estonian Police and Border Guard Board for providing services to trust funds and commercial partnerships. Our license number FIU000144.

Contact the lawyers of Kalashnikov Law Office