As from 15 January 2018 Estonian company must designate a “contact person” if its management board is located outside of Estonia. If the management board of is located in Estonia, appointment of a “contact person” is optional.
What does “contact person” mean?
Estonian company (EstCo), as well a foreign company that has a branch in Estonia (branch), may appoint a contact person to whom the procedural documents of EstCo and the declarations of intent addressed to EstCo may be delivered in Estonia. Upon delivery of a procedural document or declaration of intent to the contact person, the respective procedural document or declaration of intent is deemed to have been delivered also to EstCo.
Contact person will be registered in the commercial register.
What are “procedural documents and declarations of intent”?
The procedural documents may be court documents (for example lawsuit filed against EstCo), communication from tax office or other state institutions, etc. The declarations of intent may be letters from business partners (for example notification of renewal or termination of a contract) or any other similar business correspondence.
Do I need to have a contact person?
If the management board of EstCo is located in a foreign state, EstCo must designate a contact person. This obligation also applies to a branch, unless the residence of at least 50% of branch managers is in Estonia, in another EEA member state or in Switzerland.
If the management board of EstCo is located in Estonia, appointment of a contact person is optional.
The location of the management board is undefined vague term. It is generally understood as a place where the management board of EstCo carries out the everyday management of EstCo.
Who can act as a contact person?
If EstCo’s management board is located in a foreign state, then:
a) only a notary, notary’s office, attorney, law firm, sworn auditor, audit firm, tax representative of a non-resident for the purposes of the Taxation Act or a trust and company service provider specified in § 8 of the Money Laundering and Terrorist Financing Prevention Act. The address of such contact person shall be considered the address of EstCo; or
b) if management board member, shareholder or procurator of EstCo has a residence in Estonia, anyone of them.
If EstCo’s management board is located in Estonia, then contact person can be anyone having Estonian address.
How can I appoint a contact person?
First step is to agree the appointment with the contact person and then submit a notarised or digitally signed application to the commercial register, accompanied with the contact person’s consent.
Can I replace a contact person?
Yes, EstCo can replace contact person anytime. In addition, the contact person can resign – how and when shall depend on the agreement between EstCo and the contact person.
Can LEXTAL act as a contact person?
If you have any questions about the topic at hand, please do not hesitate to contact partner Ants Karu.