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Estonia · Law · SE

493

Business Register Act

avaldatud riigiteatajasEstonia· Riigikogu· ET

Introduced

6 December 2021

Last action

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Status

AVALDATUD_RIIGITEATAJAS

Sponsors

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Subjects

Discovery layer

Source updated

13 April 2022

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Summary

The Business Register Act stipulates the data composition of the business register, the procedure for making entries and keeping the register, supervision and responsibility. The business register is a database belonging to the state information system, the purpose of which is to collect, store and disclose information about private legal entities established under Estonian law, self-employed persons operating in Estonia and branches of foreign companies. E-business register is an online platform through which can submit applications to the business register and consult the disclosed data on legal entities and self-employed persons. In addition to data from the business register, the e-business register can also disclose public data from other databases and available through other services. The purpose of the bill is to harmonize the registration procedure of legal entities. The register of non-profit organizations and foundations will be renewed as part of the business register, which will change making the registration procedure simpler and clearer for both entrepreneurs and the registrar. Among the other changes, the most important are the changes concerning the private limited company, because according to the draft, the minimum capital requirement for the limited company will be abolished and the list of shareholders will be kept from the business register. The bill also improves the registrar's monitoring capabilities, directing legal entities to better fulfill their reporting obligations. For this purpose, it is simplified and accelerated deletion from the register due to failure to submit the annual report. The registrar's monitoring capabilities will be expanded to ensure the reliability of business register data and the fulfillment of the reporting obligation of entrepreneurs. The minimum capital requirement for a private limited company will be abolished, which forces the founders to think more about the capital needed for the limited company's activities than before. If currently the minimum capital established by law is mostly automatically selected when a private company is established, which does not have to be paid in and which therefore does not say much about the reliability of the private company and the thoroughness of its establishment, then in the absence of this possibility, the selected and paid-in share capital provides the necessary information about the reliability of the private company to third parties as well. In addition, the current minimum capital of 2,500 euros has lost its value compared to when this amount was originally established in 1995. The bill creates the possibility to reserve a business name for six months in the e-business register, so that it is better possible to prepare the establishment of a company and that a suitable business name is available when submitting an application to the business register. The entry into force of the law has been divided into three stages, as the volume of information system developments is large and entry into force in one stage would therefore not be possible. The general date of entry into force of the law is February 1, 2023, changes to the list of shareholders enter into force on September 1, 2023, and the business name booking and the possibility of requesting an entry on a specific date, March 1, 2024.

Machine translation from Estonian. The official text remains authoritative.

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