From January 15, 2018, an amendment to the Commercial Code will enter into force, according to which all Estonian companies whose management is located in a foreign country, that is, the board is engaged in the day-to-day management of the company outside Estonia, must designate a contact person in Estonia. A branch of a foreign company must designate a contact person if at least half of the managers of the branch of a foreign company are not residents in Estonia, in another Member State of the European Economic Area or in the Swiss Confederation.
The foreign address of effective place of management is registered with the Commercial Register and entered on the registry card of the Estonian company.
The contact person must be able to receive the company's procedural documents and declarations of intent, addressed to the entrepreneur, in Estonia. In this case, the delivery of documents and declarations of intent to the contact person is regarded equal to the delivery to the company.
According to the new regulation, only the following can be designated as the contact person: 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. By way of exception, a member of the management board or a body substituting thereof,
shareholder or procurator may be designated as a contact person for the foreign board member if their place of residence is in Estonia.
The address of the contact person is considered to be the legal address of the company.
If the contact person is not appointed, the registrar may decide the compulsory dissolution of a company or deletion of a branch of a foreign company, but only after the company or branch has not appointed a contact person after receiving the receipt of the relevant regulation of the registrar.
As well, please be informed, that according to the new regulation e-mail address of the company is entered on the registry card of the Estonian company. Hence, we recommend you to check which e-mail address of the company is currently registered with the Commercial Register and, in case of need, to change this e-mail address accordingly.