In this blog article, we consider under which circumstances having a contact person is required by the Estonian legislation.
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.
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.
Legal opinion: what is it? What cases require the preparation of legal opinions? Does it need to include anything? The Answers are ready.
The legal opinion contains an in-depth explanation of a specific issue or aspect of the customer’s business. During the implementation of the transaction or launch of the project, a Legal Opinion is prepared solely for the customer to minimize the risk of violating the Law and to fully comprehend the coming stages. If you are planning to take any legally significant action in a particular jurisdiction under consideration, you should seek an independent legal opinion from an attorney or lawyer on that issue.[/vc_column_text][/vc_column][/vc_row][vc_row height=”auto” css=”%7B%22default%22%3A%7B%22margin-top%22%3A%220%22%2C%22padding-top%22%3A%220%22%7D%7D”][vc_column css=”%7B%22default%22%3A%7B%22margin-top%22%3A%220%22%2C%22padding-top%22%3A%220%22%7D%7D”][vc_column_text css=”%7B%22default%22%3A%7B%22margin-top%22%3A%220%22%2C%22padding-top%22%3A%220%22%7D%7D” el_class=”padding”]
PREPARATION OF LEGAL OPINIONS IN CERTAIN CASES
To determine which permits and licenses are needed to start a business
IP rights are transferred in intellectual property transactions
Mergers/acquisitions involving international companies
In foreign jurisdictions, venture capital can be tricky
In order to conduct crowdfunding campaigns
To assess the legal risks associated with financial transactions
Whenever securities are transacted across borders
If an investment transaction is concluded
Investment transactions abroad require Due Diligence
The launch of an initial coin offering or security token offering
A cryptocurrency exchange is one of the first things to consider when launching a cryptocurrency project
During the course of Forex Brokerage or Forex Dealership
It is guaranteed that you will receive a detailed analysis and an objective opinion of a qualified Lawyer/Attorney by ordering a Legal Opinion.
FEATURES OF PREPARATION OF LEGAL OPINION
Legal Opinion customers expect complete clarity from their legal opinions and count on the accuracy and reliability of their legal analyses and legal risks. An appropriate Legal Opinion should be clear in its wording, certain in its initial circumstances, and include unambiguously interpreted conclusions that reference the legislation of the country in which the project is being implemented.
Providing a Legal Opinion cannot replace legal support. Ordering the Legal Opinion will not lead to the parties receiving the algorithm for implementing the project or carrying out the transaction independently.
WHAT TO INCLUDE IN LEGAL OPINION
Background Information
Legal Opinions normally include data pertaining to the transaction, project, or documents associated with the Legal Opinion. As well as a description of the applicable law, depending on a customer’s jurisdiction, this section also contains information about the legal relationships.
A review of documents was conducted and inquiries were made
As part of the preparation of the Legal Opinion, this section highlights the process and results of the review of the submitted documents. The company’s governing body’s minutes and transaction documents are generally included.
A description of a document includes a statement regarding whether originals, projects, or copies of these documents have been examined. Additionally, when preparing a Legal Opinion, the Lawyer/Attorney submits a request to the Companies Registration Office, the Tax and Customs Department, and other regulatory authorities as necessary and records the results. Analysing the customer’s documents and summarizing the results of their study is done in this part of the Legal Opinion.
Observations
In the third section, the customer of the Legal Opinion can find answers to questions he or she may have. Legal conclusions and legal analyses are presented in this section. An opinion is categorised depending on the number of reservations it carries. Transactions may require varying reservations. Lawyers/attorneys also present recommendations in this part.
You can define your legal rights clearly with a legal opinion and avoid costly future litigation. Obtaining a Legal Opinion is imperative in dealings with foreign counterparts, and if more than one jurisdiction is involved, it is necessary to hire foreign lawyers or attorneys to assist with the matter.
Exploring what is apostille, and in what case you need to take care of it.
The notarised translation of documents (legalisation) of a company includes several specific formal procedures for making a document valid in another country. The fundamental rule of legalisation is that a sworn translator shall only perform it in an issuing or executing country.
The legalisation of documents issued in one country aims to make them valid and appropriate for state bodies of another country.
We offer sworn translation/apostilisation of the following documents:
Certificate of incorporation
Articles of association
List of shareholders/beneficiaries
Before sending documents by mail, we will email you the scanned documents of the company.
APOSTILLE
Apostille is an international certificate, comparable to notarisation in domestic law, suitable for presentation on the territory of countries that recognise this form of legalisation. Apostille stamp is placed on originals and copies of documents.
The Apostille is sufficient to confirm the document’s validity if the agreement is applied between two countries. It eliminates the need for double certification by the sending country and then by the receiving country.
Most European countries do not need an Apostille and only require sworn translations of corporate documents.
Public documents issued in:
Belgium
Ireland
Italy
France
Denmark
Russia
Latvia
Lithuania
Ukraine
Poland
are accepted in Estonia without an apostille and must be notarized/certified only.
The package of documents consisting of whether non-apostilled/apostilled documents with sworn translations in English will allow you to apply for opening an account with a foreign bank for your Estonian company or carry out transactions on behalf of the Estonian company in other countries.
Please visit the following page for more information.
LKS Consult OÜ offers full support on all stages of developing your business, and offer a variety of services, including accounting services in Estonia.[/vc_column_text][/vc_column][/vc_row]
Termination of a company is indeed a less pleasant activity than a company establishment. Closing your business legally, however, is as important as a competent starting of your business.
Things do not always go according to the plan, and it’s completely OK. If a business doesn’t meet the hopes and expectations, or the circumstances demand the same, it is essential to initiate your company dissolution.
According to the Estonian legislation, an Estonian company’s activity cannot be suspended or paused — the company can either be active, in a state of liquidation or permanently liquidated. That’s why we strongly advise not to leave a company on its own when plans didn’t work out. It is important to act responsibly with a legal provider’s help to wrap this up and focus on new beginnings.
The most traditional way to liquidate a company in Estonia is a voluntary dissolution. Another potential option is to transfer a company to a new owner, simply put, to sell. Once you’ve decided not to run your company anymore, it is also possible to merge your company with another company, or in the case of a single shareholder, with an individual’s assets.
Any possible way of a company liquidation takes effort and should be approached with responsibility. Please be aware that the termination of a company is a long legal process that is nearly impossible to realise without legal support.
In this blog article, we’ll be looking into the most common ways of closing your company in Estonia.[/vc_column_text][/vc_column][/vc_row][vc_row height=”auto” bg_type=”bg_color” bg_override=”full”][vc_column][vc_column_text]
Voluntary dissolution
If you decide to stop your company’s activity, the team of LKS Consult OÜ recommends this option for terminating a business. This means voluntary dissolution of your company by a resolution of its shareholders. At least 2/3 of the shareholders have to approve the termination. At this point, owners should designate a legal liquidator who must be a resident of Estonia.
After the final decision was made, the company must stop its activity — only actions towards termination could take place.
Next, the management board and the authorised liquidator must submit a formal request for the company termination to the Commercial Register. After that, the notice of liquidation will be published in the public domain, followed by a notice to all known creditors.
Please be aware that a member of the management board must have an Estonian e-Residence card.
During the first three months after the liquidation decision, the initial balance sheet is drawn up, as well as the final annual report. All documentation must be approved by the competent authority and submitted to the Commercial Register.
Within the following months, shareholders deal with selling assets and collecting collect debts.
About four months after the publication of the notice of liquidation and satisfaction of all creditors’ claims, the final accounting report and the plan for the distribution of assets of the remaining property are submitted to the shareholders for consideration.
As the final step of closing your business, you must submit an application to delete your company from the Commercial Register.
The entire process, on average, takes 6–9 months and might be extended depending on the time of consideration by the local authorities.
The first thing to do when planning to sell a company is to find a potential buyer. When the buyer is found, you need to visit the notary and submit all required documents. Beforehand make sure that:
Annual reports are prepared
Accounting is in order
Corporate taxes are paid
Finding a buyer and managing legal procedures is rather complicated. It is very common and smart for entrepreneurs to use the services of legal providers.
Re-registration of a company occurs in two ways – by power of attorney or by a personal visit of all company representatives to Estonia. By law, the procedure for re-registering a company should take up to 5 business days after visiting a notary.
When choosing a company transfer by power of attorney, you need to prepare the required documents and send them to the provider of your choice. The consulting company will prepare an example of power of attorney based on the information you have provided. After that, the example needs to be sworn translated and certified at a notary. Once your provider receives the certified power of attorney, a company transfer process will take about 2 weeks.
Re-registration of a company by a visit is a quick way to exit your company and can limit your stay in Estonia to one day. The owner of a company needs to prepare the necessary documents regarding a company’s activity and send them to a service provider upon arrival. Once the documents are all good and received, the provider makes an appointment with you and a joint appointment at a notary to sign a prepared petition.[/vc_column_text][/vc_column][/vc_row][vc_row height=”auto” bg_type=”bg_color” bg_override=”full”][vc_column][vc_column_text]
As it follows from this post, company liquidation is a time-consuming process.
The procedure of termination involves legal aspects and requires accuracy along with the familiarity of Estonian legislation. Whilst it is recommendable to act legally and dissolve a company according to the government rules; we also advise considering consulting legal provides. This facilitates the procedure significantly and reduces your involvement to a minimum.
You don’t want to spend your time and efforts on something that you refer to as a turned page, right?
We are here to close this case for you. The specialists of LKS Consult OÜ have a vast positive experience in both company liquidation by voluntary dissolution and transferring. Our team of professionals provides accounting services in Estonia.
We will help you complete a company termination procedure as soon as possible in full compliance with the law and fully remotely. More about the services and cost, please find here.[/vc_column_text][us_btn label=”ORDER NOW” link=”url:https%3A%2F%2Fwww.estonia-company.ee%2Fcontacts%2F|||” align=”center” css=”%7B%22default%22%3A%7B%22margin-top%22%3A%2220px%22%7D%7D”][/vc_column][/vc_row][vc_row][vc_column][us_page_block id=”12049″][/vc_column][/vc_row]
The legal opinion contains an in-depth explanation of a specific issue or aspect of the customer’s business. During the implementation of the transaction or launch of the project, a Legal Opinion is prepared solely for the customer to minimize the risk of violating the Law and to fully comprehend the coming stages. If you are planning to take any legally significant action in a particular jurisdiction under consideration, you should seek an independent legal opinion from an attorney or lawyer on that issue.[/vc_column_text][/vc_column][/vc_row][vc_row height=”auto” css=”%7B%22default%22%3A%7B%22margin-top%22%3A%220%22%2C%22padding-top%22%3A%220%22%7D%7D”][vc_column css=”%7B%22default%22%3A%7B%22margin-top%22%3A%220%22%2C%22padding-top%22%3A%220%22%7D%7D”][vc_column_text css=”%7B%22default%22%3A%7B%22margin-top%22%3A%220%22%2C%22padding-top%22%3A%220%22%7D%7D” el_class=”padding”]
The notarised translation of documents (legalisation) of a company includes several specific formal procedures for making a document valid in another country. The fundamental rule of legalisation is that a sworn translator shall only perform it in an issuing or executing country.
Possibility to restore accounting for the period
Fully Remote Closure