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Estonia · Law · SE

394

Act on Amendments to the Commercial Code and the Accounting Act (digital solutions in company law)

avaldatud riigiteatajasEstonia· Riigikogu· ET

Introduced

17 May 2021

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AVALDATUD_RIIGITEATAJAS

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Discovery layer

Source updated

10 November 2021

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Summary

The draft adopts the corresponding EU directive, which regulates the use of digital tools and procedures in company law. The bill enables the electronic registration of a company's branch and thereby simplifies cross-border economic activities. The bill also allows a foreign company to register a branch electronically through the company portal. According to the current law, the registration of a branch in Estonia is possible only with a notary mediation, which is time-consuming and expensive. In addition to data about companies, data about branches will also be exchanged between EU business registers, e.g. about registration or deletion of a branch. The lack of data exchange so far has allowed branches to continue operating even if the company has already ceased operations in another member state. The bill makes branch registration and liquidation optional. In the future a foreign company can register a branch in the business register if it wants to disclose its data there. Even so far, this condition has been interpreted in accordance with EU law, that is, as an option, not an obligation. The draft creates the basis for the automatic exchange of data on business bans of company board members between EU member states as of August 1, 2023. According to the applicable law, there is no such automatic data exchange.

Machine translation from Estonian. The official text remains authoritative.

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30 official files

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