In 2023, more than 26,000 business owners and e-residents in Estonia were surprised to find that their companies had been deleted from the Estonian Business Register. This unexpected development left many wondering why this happened and what they could do to resolve the situation.
Why was your company deleted from the Estonian Business Register?
Recent changes to the Estonian Business Register Act have made it quicker and easier for the register to delete companies that do not meet their legal obligations. These amendments were introduced to streamline the system and ensure compliance, but they have caught many business owners off guard.
Here are the two most common reasons why a company might be deleted:
1. Failure to submit annual reports on time
The most frequent reason for deletion is the failure to submit annual reports within the required deadline. In Estonia, all companies are legally required to file annual reports, but some businesses have been lax in fulfilling this obligation.
The amendments aimed to encourage faster submission of annual reports, as many companies had been ignoring this requirement for years. Previously, it was not uncommon for businesses to submit reports years after they were due, but the new rules are stricter and more actively enforced.
2. No appointed contact person
Another common reason for company deletion, particularly among businesses established by e-residents, is the lack of a designated contact person. Estonian law requires that companies with foreign board members or addresses must appoint a local contact person who can communicate with Estonian authorities.
Failure to appoint this contact person can lead to the company being removed from the business register. The contact person must be a notary, attorney, law firm, auditor, or trust and company service provider.
Steps to restore a deleted company
If your company has been deleted from the business register, the good news is that this process is not permanent. According to Estonian law, you can restore your company within three years of its deletion. However, to reinstate your company, there are several steps you need to follow.
1. Address the cause of deletion
The first step in restoring your company is to fix the issue that led to the deletion. If your company was removed due to missing annual reports, you must prepare and submit the outstanding reports. If the problem was the lack of a contact person, you need to appoint a qualified contact person and gather the necessary documentation.
2. Submit a restoration application
Next, you need to submit a formal application to the business register requesting the reinstatement of your company. The application should clearly state that all deficiencies have been resolved. For example, if your company was deleted due to the failure to submit reports, those reports must be included in the application. If the deletion was due to the absence of a contact person, evidence of the appointment must be provided.
3. Pay the state fee
Restoring a company requires the payment of a state fee of €200. Once you have prepared all the necessary documents and addressed the cause of deletion, you can submit the application to the business register, along with the payment of the state fee.
How Incorporate can help
At Incorporate, we guide you at every step while restoring your company in the Estonian Business Register. Our services will cover everything, from preparing and filing the missing annual reports to drafting the documents needed to restore the company.
For dormant companies, the preparation of an annual report costs €189 (+ VAT, if applicable). If your business has been active, we will provide a customized quote based on your company’s bank statements.
Our fee for restoring a company through a power of attorney is €350 (+ VAT, if applicable), in addition to the state fee of €200.
If you need assistance with restoring your company or have any questions, feel free to contact us at hello@incorporate.ee.
We look forward to helping you get your business back on track!
FAQ
Why was my company deleted from the Estonian Business Register?
Your company may have been deleted due to one of two common reasons:
- Failure to submit annual reports on time: This is the most frequent reason. Estonian law requires companies to file annual financial reports, and failing to do so can lead to the company’s deletion.
- No appointed contact person: Companies with foreign board members or addresses must appoint a local contact person in Estonia. If this is not done, your company can be removed from the register.
Can I restore my company after it’s been deleted?
Yes, you can restore your company within three years of its deletion by submitting a restoration application to the business register, provided that you address the issue that caused the deletion, such as missing reports or the lack of a contact person.
What are the steps to restore a deleted company?
To restore your company, follow these steps:
- Submit any missing annual reports or appoint a contact person if needed.
- Complete and sign a restoration application, detailing that all issues have been resolved.
- Pay the state fee of €200 and submit the application to the business register.
How long do I have to restore my company?
You have up to three years from the date of deletion to restore your company. If you do not restore it within this time frame, the process may become more complicated or impossible.
How much does it cost to restore a company?
The costs include:
- €200 state fee payable to the business register.
- If you use our services at Incorporate, we charge €350 (+ VAT, if applicable) for handling the restoration process through a power of attorney. The preparation of annual reports for dormant companies costs €189 (+ VAT, if applicable).
What documents do I need to restore my company?
You will need to:
- Submit the missing annual reports if applicable.
- Provide proof of appointing a contact person if that was the reason for deletion.
- Include a completed restoration application form.
Can I restore my company on my own, or do I need professional help?
While you can restore your company on your own, the process can be complex, especially if you need to submit multiple missing reports or comply with other legal requirements. We can help ensure that the process goes smoothly and efficiently, saving you time and potential errors.
What happens if I don’t restore my company in time?
If you do not restore your company within the three-year period, it may be permanently removed from the business register, making the process more complex or even impossible to reverse. It’s important to act as soon as possible to avoid any complications.
