Some entrepreneurs and e-residents have recently discovered to their surprise that the Estonian business register has deleted their company from the commercial register. The reason for the deletion is most commonly the fact that the company has not submitted its annual reports within a specified deadline or, alternatively, that the company does not have a contact person in place, if the company’s address is registered abroad.
Such deletions are taking place due to a recent amendment to the Estonian Commercial Register Act and the Commercial Code which entered into force in early 2023 and allowed the commercial register to delete non-compliant companies from the registry easier and quicker than before. The aim of such changes was to expediate the submission of annual reports, as many companies have previously delayed the submission of their annual reports many years after the financial year had ended.
The deletion of the company is not the end of the world and does not mean that the company cannot be reinstated in the commercial register.
As at the writing of this article, the following documents/or steps are required to reinstate your company to the commercial register:
- The company needs to compose the missing annual reports or take the necessary steps to be able to appoint a contact person (the contact person can only be a notary, advocate, owner of a law firm, sworn auditor, audit firm, tax representative of a non-resident or a provider of trust and company services).
- The company needs to sign a reinstatement application. The application should include proof that all of the deficiencies have been eliminated. This means that if the company was deleted for the failure to submit an annual report, the application needs to include the missing annual reports and if the company was deleted for the failure to designate a contact person, the application has to include proof of the appointment of a contact person.
- The company needs to pay a state fee of EUR 200.
- The application needs to be submitted to the commercial register.
Please note that these reinstatement activities can only be performed if the deletion of the company has taken place within the last 3 years.
If you require any assistance with this process or have any questions, please feel free to contact any of our corporate law experts at Hedman via our email address: info@hedman.legal
