Effective from 01.02.2023
The law, which enters into force on 01.02.2023, changes the regulation of the address of a legal person and specifies when it is necessary to designate a contact person for the company.
Address of Estonian Companies
According to the new law, a company’s address entered on the registry card can be either an Estonian or foreign address. If a company currently only has the address of the management board registered in the Business Register (for example, an address in a foreign country), then this is considered the address of the company in terms of the new law. The Registrar makes the address change entry in the register on its own initiative. The purpose of the amendment is to make the regulation more unambiguous and to remove the term “address of the management board” from the Commercial Code, as it was a confusing term in practice.
A company must provide the Registrar with an address where it is possible to reach it and hand over procedural documents. If a state institution, such as a court of law, cannot deliver procedural documents to a company’s address specified in the register, or another person informs the Registrar of the illegality of the data, the Registrar can initiate a supervisory procedure to correct the data. The Registrar can also enter notes about difficulties in contacting the person in the register and disclose it in the e-Business register. Therefore, it is important that there is true information about the company in the register.
Requirement to have a Qualified Contact Person
Until now it was required to designate a contact person if the company’s management board was located in a foreign country. According to the new regulation, a qualified contact person must be designated if the address of the company is in a foreign country. In other words, henceforth a company must either have a domestic address or designate a qualified contact person. Using a qualified contact person gives the company with a foreign address an Estonian address, and the local point of contact.
In the case of a branch, the designation of a contact person is optional according to the new law, because if a foreign company wants to register a branch in Estonia, the Estonian address of the foreign company must be entered on the registration card.
There are still some benefits to having a qualified contact person appointed also in case the company has its address in Estonia, as it enables the contact person to receive close to 100% of the legal notices issued to the company by any Estonian public official or authority. These may be messages a foreign person otherwise ignores because of limited Estonian language skills or busy schedule. InCorpora, acting as a Qualified Contact Person, always informs the clients about all the received incoming messages with human-corrected translations when available.
In addition, with the new law, the status of a contact person becomes time-limited, and the deadline is entered in the register together with the application for appointment of a contact person. If the Registrar is not notified of the extension of the contact person’s deadline, the contact person’s data will be automatically removed from the register. Estonian companies must update their contact information entered on the register card within 3 months from the entry into force of the law, i.e. no later than 30.04.2023.
For more information please contact us and we would be happy to consult you.
