In Estonia, legal persons can be deleted from the commercial register under certain circumstances. This process can be initiated by the legal person itself or by the registrar, and there are specific requirements that must be met before deletion can take place.
In this post, we’ll explore the different scenarios that can lead to the deletion of a legal person from the Estonian commercial register.
Deletion by petition
One way a legal person can be deleted from the register is by submitting a petition to the registrar. In the case of a private limited company, this can be done if the company has not yet commenced activities and all members of the management board and shareholders confirm this.
For other types of legal persons, deletion by petition may be possible under certain circumstances, but these are not specified in the law.
Deletion due to failure to submit annual report
All legal persons registered in Estonia are required to submit an annual report to the commercial register. If a legal person fails to do so within the time limit set by law, the registrar will set a new time limit for submission of the report, along with a warning that deletion from the register may occur if the report is not submitted within this new time limit.
If at least three months have passed since the due date for submission of the annual report and it still has not been submitted, the legal person may be deleted from the register.
Deletion due to lack of contact person
In Estonia, legal persons are required to appoint a contact person who is responsible for communication with state authorities. If a legal person fails to appoint a contact person within the time limit set by law, the registrar will set a new time limit for appointment of a contact person, along with a warning that deletion from the register may occur if a contact person is not appointed within this new time limit.
If at least three months have passed since the due date for appointment of a contact person and no contact person has been appointed, the legal person may be deleted from the register.
Conditions under which a legal entity can be deleted from the registry
A legal entity can be removed from the registry under the following conditions:
- The legal entity does not possess any assets according to the records of the land register, ship register, commercial register, or the Estonian Securities Register.
- The legal entity is not a participant in any ongoing judicial proceedings, criminal procedures, or enforcement proceedings.
- The deletion from the register has been consented to by individuals and institutions appointed by the minister responsible for the sector.
This framework ensures the process adheres to legal requirements and minimizes potential legal and administrative issues.
The deletion process
Once it has been determined that a legal person should be deleted from the commercial register, there are several steps that must be taken. First, the registrar will submit a written request for consent from all relevant parties and authorities. If no claims have been made against the legal person and no tax control is being carried out with regard to the legal person, consent cannot be refused.
If consent is not received within ten working days after the written request was submitted, it is deemed to have been granted. The registrar will then publish a notice regarding the deletion of the legal person from the register in Ametlikud Teadaanded at least three months before deletion takes place.
The legal person will also be notified by email about its impending deletion from the register. If a petition for deletion from the register is not submitted upon completion of liquidation of a company, the registrar has the right to delete the person from the register on its own initiative.
Deleting a legal person from the Estonian commercial register is a complex process that requires careful attention to detail and compliance with specific requirements laid out in law. Whether deletion is initiated by petition or due to other grounds provided by law, it is important to follow all necessary steps and obtain consent from all relevant parties and authorities before deletion can take place.
By understanding these requirements and following them carefully, legal persons can ensure that their deletion from the commercial register is carried out smoothly and efficiently.
Who can initiate the deletion of a legal person from the Estonian Commercial Register?
A legal person can be deleted from the Estonian commercial register either by the legal person itself through a petition or by the registrar under specific circumstances.
What are the conditions for a legal person to be deleted by petition?
For a private limited company, deletion by petition is possible if the company has not commenced activities, confirmed by all members of the management board and shareholders. Other types of legal persons might have different conditions, which are not specified in the law.
What happens if a legal person fails to submit an annual report?
If a legal person doesn’t submit its annual report within the legal time limit, the registrar will issue a new deadline with a warning. Failure to submit the report within three months of the due date can lead to deletion from the register.
Is appointing a contact person mandatory for a legal person in Estonia?
Yes, appointing a contact person is mandatory. Failure to appoint one within the specified time limit can lead to deletion from the register, especially if no appointment is made three months past the due date.
Under what conditions can a legal entity be removed from the registry?
A legal entity can be removed if it has no assets as per various registers, is not involved in any ongoing legal proceedings, and has the deletion consented to by appointed individuals and institutions.
What steps are involved in the deletion process?
The process includes obtaining consent from relevant parties and authorities, publishing a notice in Ametlikud Teadaanded three months prior to deletion, and notifying the legal person via email. If a petition for deletion is not submitted after a company’s liquidation, the registrar can initiate deletion.
What should legal persons consider before initiating deletion from the register?
Legal persons should ensure they meet all specific legal requirements, including obtaining necessary consents and completing all steps mandated by law, to ensure smooth and efficient deletion from the register.
Can deletion from the register be refused?
If no claims are made against the legal person and no tax control is underway, consent for deletion cannot be refused. If consent is not received within ten working days of the request, it is deemed granted.