As of January 15, 2018, the Estonian Commercial Code stipulates that all companies that do not have a Republic of Estonia resident to sit on the Board of Directors must designate a contact person.
Moreover, if you decide to open your company using e-Residency, you need to have a legal address and contact person beforehand.
The contact person can only be represented by:
- a Notary Office,
- a Law Office,
- a Certified Audit Office or
- a company that has the necessary license to provide contact person services.
A contact person is responsible for accepting procedural and other documents from the Republic of Estonia’s administrative authorities and sending these documents to the addressee. A contact person’s primary function is intermediary, aiming to provide a continuous communication channel between government bodies and the Company’s Management. Upon receipt of procedural documents or other official statements by the contact person, the relevant procedural documentation is deemed to have been delivered to the Board of the company.
A digital signature or a notarised agreement is required for the appointment of a contact person. A corresponding statement must be submitted to a Board of Directors to remove the authority from a contact person, which in turn undertakes that a new contact person will be designated and registered. A Management Board ensures that the data entered in the Commercial Register is correct. If a company has not entered a new contact person in the register (even if it has this obligation since the Board is located abroad), RIK has the right to impose a fine on the company.
The registrar sets a deadline for a contact person’s appointment, which must be at least one month, but not more than three months. If a contact person has not been designated thus far, the registrar may decide to forcibly dissolve a company or remove a branch of a foreign company from the register. It is possible if a company has not complied with the requirement to appoint a contact person even after receiving a corresponding ruling from the authorities.
Please also be aware that FIE does need to have a contact person but must have a legal address.