Many have noticed that the Estonian Commercial Register (hereinafter the Register) has started issuing rulings of warning (either for fine or deletion) in case of missing annual reports and/or missing contact person entries (if mandatory for the legal entity).
This is because starting 01.02.2023, the changes in Estonian Commercial Code (hereinafter CC) and the enforcement of Commercial Register Act (hereinafter CRA) enable the Register to delete companies more easily in case of missing contact person and/or missing annual report. Since deletion of a company is a drastic measure, to counterbalance, there is now also a legal possibility to reinstate the deleted company in case the company provides the missing documentation.
What happens if a company receives a ruling of warning?
The Register always gives an additional deadline in the ruling of warning (to submit the needed info/documentation). This deadline can be extended once by providing justified application to the Register. In case the company fails to submit the needed info/documentation during the given/additional deadline, the company will be fined or deleted.
How does reinstatement work?
In three years after deletion of the company, the company must submit to the Register the following:
- The missing annual report(s) or the contact person appointment documents (including contact person consent);
- State fee payment proof (the state fee is 200 euros);
- Application to reinstate the company based on § 64 of the CRA.
How long does the Register process the reinstatement application?
After receiving the reinstatement application and all the necessary other documents, the Register will process the application in 5 working days.
Reinstatement for continuation of activities vs reinstatement for liquidation.
Prior 01.02.2023, the only form of reinstating the company was for liquidation. This was used in cases, when it is determined, that the deleted company has assets that need to be dealt during a liquidation procedure. Liquidation procedure means that the company will eventually cease all economic activity. The 01.02.2023 changes enable now reinstatement to also continue economic activities (in case necessary conditions are fulfilled).
My company was deleted from the commercial register for the above reason, who can help me to reinstate it?
A number of experts can assist you in drafting the necessary legal documents and can provide a contact person to re-register your company. However, it is important that the necessary annual accounts are completed before the legal documents are filed.
This article was originally published on the BNS portal.
