29.01.2018

On 15.01.2018 the amendment of the Commercial Code entered into force establishing a requirement for companies to designate a contact person.

An undertaking, including a foreign company that has a branch in Estonia, may designate a person to whom the procedural documents of the undertaking and the declarations of intent addressed to the undertaking may be delivered in Estonia (hereinafter contact person). Upon delivery of a procedural document or declaration of intent to the contact person, the respective procedural document or declaration of intent is deemed to have been delivered also to the undertaking.

If the management board of a company or a body substituting therefor is located in a foreign state, the company must designate a contact person. In such case, only a notary, notary's office, advocate, law office, sworn auditor, audit firm, tax representative of a non-resident for the purposes of the Taxation Act or a trust and company service provider specified in § 8 of the Money Laundering and Terrorist Financing Prevention Act may be designated a contact person. The address of the contact person shall be considered the address of the company in such case.

Unless the residence of at least one-half of the managers of the branch of a foreign company is in Estonia, in another Member State of the European Economic Area or in the Swiss Confederation, the foreign company must designate a contact person.

The name or business name, personal identification code or registry code, residence or registered office, and address of the contact person, and the Estonian address for delivery of the procedural documents of the undertaking and the declarations of intent addressed to the undertaking shall be submitted to the commercial register. The digitally signed or notarised consent of the contact person for his or her entry in the commercial register as the contact person is also submitted to the registrar.

If a company has not designated a contact person specified in subsection 631 (2) or (4) of the Commercial Code, the registrar shall determine a term for designating a contact person, which shall not be shorter than one month, but not longer than three months. Unless a company has designated a contact person within the determined term, the registrar may decide on the compulsory dissolution of the company or deletion of the branch of a foreign company.

Detailed information on the amendments of the Commercial Code and other relating laws is available at https://www.riigiteataja.ee/akt/120042017001 (in Estonian).

In accordance with the Commercial Code Rödl & Partner offers the service of a contact person to Estonian companies whose management board is located in a foreign state. If you are interested in the service of a contact person, please submit your request to the e-mail address tallinn(at)roedl.ee