Contact person term of office in Estonia
If you have an Estonian company but are not an Estonian resident, you have likely received an email from the e-Business Registry recently, informing you to add a term of office for a contact person. In this article, we will explain what this is and what actions Estonian company owners should take.
Legal basis
First things first: why is this happening now? As of 01.02.2023, amendments to the Commercial Code of Estonia became effective. Among other changes (Our article about amendments), the amendments affect how the legal address of Estonian companies is treated, and provisions regarding the Contact person are now removed from the Commercial Code. However, the Contact person rules are now regulated by Commercial Register Act § 24.
Until 01.02.2023, when creating a company, there was an option to select "company is managed from a foreign country," which indicated that the management board is located abroad. From 01.02.2023, there is no longer such an option, and the company needs to indicate either an address in Estonia or an address abroad (instead of the location of the management board).
If the company's owner wishes to enter an address in Estonia as the company's address, it can be done in two ways: 1) the company has a physical office in Estonia or one of the management board members/partners of the company is residing in Estonia; 2) the company uses one of the licensed trust and company service providers and rents a "virtual office" address.
The Commercial Register Act §24 states:
(1) A legal person, including a foreign company that has a branch in Estonia, may designate a person to whom the procedural documents of the legal person and the declarations of intent addressed to the legal person may be delivered in Estonia (hereinafter contact person).
(2) A contact person must be designated if the address of the legal person is abroad.
This means that a Contact person is not compulsory even if the management of the company is located abroad. According to the Commercial Code and the Commercial Registry Act, the contact person is now required only when the company decides to state their address abroad. However, if the company uses an address in Estonia as a registered office of the company (including a virtual office address), it can opt-out of having a contact person in Estonia.
How to add the term of office for contact person?
If you already have a company in Estonia and wish to keep your current contact person, you should contact your contact person service provider and inform them of your decision.
For all active Gate to Baltics customers, we are currently sending out detailed instructions on how to approve the Term of Office of the Contact person in the e-Business Registry.
Conclusion
All companies that currently have appointed contact persons should set the term of office by 30.04.2023. Otherwise, the contact person will be automatically removed.
If setting the term of office for the contact person is the only change on the Registry card, no state fee will be applied.
If a company has a legal address outside of Estonia, it is required to have a contact person.
If a company with an address outside of Estonia doesn't appoint a contact person, the Registry has the right to issue a deletion warning and remove the company from the Registry 3 months after sending the notification to appoint the Contact person (§ 62 (2) Commercial Registry Act).
IIf the company uses a virtual office address service, it can "opt-out" of using the contact person service.
Only notaries, advocates, owners of law firms, sworn auditors, audit firms, tax representatives of non-residents for the purposes of the Taxation Act, or providers of trust and company services are allowed to provide virtual office and contact person services.
Gate to Baltics will not provide virtual office address services separately from contact person services. This means that all companies using Gate to Baltics' virtual office address will have to use our contact person services and set the term of office according to the services the company is using (such as accounting services or only virtual office address and contact person services). This is done due to Gate to Baltics' internal compliance rules, which allows us to maintain regular compliance of our customers.
Gate to Baltics is a licensed trust and company services provider with a license number FIU000191, and we are allowed to provide the virtual office and contact person services mentioned above.
If you have any additional questions or you are interested in our virtual office and contact person services, feel free to reach out via the contact form below.