EE
Internal Rules of Registration Department of Court
Table of Provisions (240)
Statutory Text (240 Articles)
This Regulation regulates the internal organisation of work of the registration department of Tartu District Court (hereinafter registration department) and maintenance of the commercial register, non-profit associations and foundations register and commercial pledge register.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
The clerical business of the registration department is governed by the provisions of Regulation No. 7 of the Minister of Justice of 8 February 2018, Internal Rules of Offices of District Courts, Administrative Courts and Circuit Courts of Appeal, as far as not otherwise provided by this Regulation.
[RT I, 23.02.2018, 1 – entry into force 26.02.2018]
(1) The composition of the registration department comprises the positions of assistant judges and may comprise the positions of the office manager, registry secretary, name planner etc. The composition of the registration department is approved by the director of court.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) [Repealed – RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(3) The director of court appoints
1) office manager and their substitute on the proposal of the head of the registration department;
2) registry secretaries on the proposal of the head of the registration department;
3) other court officers in the composition of the registration department besides the assistant judges.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) The registration department has a colour seal and embossing seal, shaped as a circle with a diameter of 35 millimetres with the lesser national coat of arms and with its own name, and may have also an embossing press for correspondence.
(2) The director of court may decide, on the proposal of the head of the registration department, to use more than one seal specified in subsection 1 as well as seals with the names of the officers of the registration department who perform authentication acts on the basis of clause 4 of subsection 1 of § 53 of the Notaries Act.
(3) The director of court organises the designing, registration, revocation, custody and destruction of the seals of the registration department and its officers in accordance with the procedure provided by the National Coat of Arms Act.
(4) [Repealed – RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(5) The registration department may use a qualified electronic seal.
(1) Digitization means the scanning of a paper document, linking it to a proceeding and saving it in an electronic file.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) A document must be scanned in such manner that it would produce a proper scan.
(3) The information system automatically adds a time stamp to all the scanned documents.
(1) Subsection 4 of § 16 of the Courts Act is applied to the appointment of the head of the registration department.
(2) In the absence of the head of the registration department, their duties are performed by the acting head appointed from among the assistant judges of the registration department by the director of court.
(3) A copy regarding the appointment and removal of the department heads specified in subsection 1 is sent to the Ministry of Justice for its information.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(4) Upon replacement of the department head, the clerical business is given and taken over in the presence of a court officer appointed by the director of court. A written instrument is prepared with regard to the giving and taking over of clerical business. A copy regarding the instrument prepared with regard to the giving and taking over of clerical business is sent to the Ministry of Justice for its information.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(1) It is the duty of the head of the registration department to organize the activities of the registration department. The department head ensures that the civil actions by petitions which are in the competence of the registration department are dealt with, persons are serviced, and that regulatory enforcement and coercive measures are applied lawfully and speedily, and that registers are maintained and the information system is used in accordance with the requirements.
(2) In order to achieve the objective specified in subsection 1, the head of the registration department performs also the following duties in addition to the duties of an assistant judge
1) establishes the task distribution plan of the officers of the registration department by a written direction;
2) redistributes the register cases in the cases prescribed in this Regulation;
3) taking into account the guidelines of the director of court, establishes the distribution of service duties among the officers of the registration department, procedure for the internal clerical business of the registration department and substitution of officers, and appoints the officers responsible for checking the e-mail, officers performing authentication acts and officers who are to verify data in databases outside the registration department;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
4) inspects the performance of service duties and organises the recording of working time;
5) organises the resolution of complaints and interim appeals filed against the activities of officers of the registration department;
6) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
7) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
8) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
9) where necessary, takes measures to ensure the preservation of the data entered in the information system and to prevent unauthorised access to and processing of such data;
10) where necessary, submits the requests specified in subsections 2 and 5 of § 238 to the Centre of Registers and Information Systems;
11) establishes, by a written direction, the procedure for the use and custody of the seals, stamps and blank document forms of the registration department and officers thereof, to the extent not covered by the competence of the director of court;
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
12) submits written statements to the director of court regarding the needs for equipment, official travel and training as well as other circumstances, and makes proposals regarding the holiday schedule, composition of the registration department, salary fund, incentives and disciplinary sanctions, and supervision of persons completing the preparatory service plan of an assistant judge and assistant judges during their probationary period;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
13) organises the accounting for and distribution of special equipment necessary for the work of the registration department;
14) organises the appraisal interviews for the end of a probationary period, and annual development interviews of the court officers of the registration department.
(3) In justified cases, the director of court may reduce the work load of an assistant judge who is the head of the registration department by up to 100%.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(1) The office manager is directly subordinate to the head of the registration department.
(2) The head of the registration department appoints the registry secretaries who are directly subordinate to the office manager.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) The main duty of the office manager is to organise the activities of the office of the registration department, including
1) to ensure efficient organisation of work upon reception and return of documents sent by post and e-mail;
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
2) to perform the duties specified in clause 13 of subsection 2 of § 7 at the request of the head of the registration department;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
3) to assist the head of the registration department, at their request, in the performance of the duties specified in clauses 9−12 of subsection 2 of § 7;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
4) to co-ordinate and inspect the correct performance of the official duties of the officers who are directly subordinate to the office manager;
5) to ensure the registration of and responding to correspondence, including e-mails;
6) to perform the one-off tasks given by the head of the registration department.
(2) The head of the registration department establishes, on the proposal of the office manager, the procedure for the distribution of duties and doe substitution of the officers who are subordinate to the office manager.
(3) The office manager may, on the direction of the head of the registration department, perform the duties of the registry secretary to an extent not interfering with the organisation of the activities of the office.
The written opinions of a judge given with regard to the resolution of a specific register case are maintained in the respective registry file. The officer dealing with the proceedings forwards the written opinions to the other officers of the registration department for their information.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
An assistant judge performs the duties provided by law, including
1) issues orders within its competence;
2) prepares drafts of orders for judges;
3) [repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
4) approves a register entries and notations;
5) makes the entries and notations specified in § 46 of the Commercial Code;
6) [repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
7) reviews the documents attached to a proceeding which do not constitute grounds for making an entry;
8) [repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
9) [repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
10) [repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
11) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
12) applies cautionary and coercive measures in the event of submission of false data to the registration department or failure to submit the required data, and in the event where the net assets of a company become less than the minimum required by law;
12<sup>1</sup>) [repealed – RT I, 11.01.2019, 3 – entry into force 14.01.2019]
13) supervises the persons completing the preparatory service plan of an assistant judge, assistant judges during their probationary period, and where so determined by the head of the registration department, also notary candidates, apprentices and registry secretaries, and as a supervisor of a person completing the preparatory service plan of an assistant judge reviews and approves the drafts of orders prepared by the supervisees;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
14) on the basis of a respective notice, makes a notation in the list of the members of a political party regarding the leaving of a member and exclusion of a member from a political party;
15) demands the submission of a list of the members of a political party from the board of the political party by the due date determined by the assistant judge, if the assistant judge has reason to believe that the actual number of the members has fallen below 500;
[RT I, 11.12.2014, 1 – entry into force 14.12.2014]
16) requests commencement of compulsory dissolution of a political party on the grounds of and in accordance with the conditions specified in subsection 3 of § 12 of the Political Parties Act;
17) performs the duties provided in subsections 1–3 of § 3 of Council Regulation (EC) No 1435/2003 on the Statute for a European Cooperative Society (SCE) Implementation Act;
18) issues the certificates specified in subsections 1 and 3 of § 4 and performs the duty provided in subsection 4 of § 4 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) Implementation Act;
19) forwards the notice specified in Article 14 of Council Regulation (EC) No 2157/2001 of on the Statute for a European company (SE) (OJ L 294, 10.11.2001, pp 1–21), Article 11 of Council Regulation (EEC) No 2137/85 on the European Economic Interest Grouping (EEIG) (OJ L 199, 31.7.1985, pp 1–9) and Article 13 of Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) (OJ L 207, 18.8.2003, pp 1–24) for publication in the official journal of the European Union;
20) issues the certificates specified in subsection 2 of § 4339 of the Commercial Code;
21) applies the international financial sanctions specified in the International Sanctions Act.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) The registry secretary performs the duties specified in subsection 2 of § 525 of the Commercial Code, including
1) makes the entries and notations specified in § 46 of the Commercial Code;
2) [repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
3) reviews the documents submitted for amending data not included in the registry cards;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
4) cautions the persons concerned against submission of false data to the registration department and failure to submit the required data, as well as against net assets of a company becoming less than the minimum required by law;
5) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
6) supervises the apprentices who are notary candidates and students, as determined by the head of the registration department;
7) on the basis of a respective notice, makes a notation in the list of the members of a political party regarding the leaving of a member and exclusion of a member from a political party;
8) demands the submission of a list of the members of a political party from the board of the political party by the due date determined by the registry secretary, if the registry secretary has reason to believe that the actual number of the members has fallen below 500;
[RT I, 11.12.2014, 1 – entry into force 14.12.2014]
9) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
10) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
11) carries out technical arrangements necessary for reception of documents and implementation of orders;
12) [repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
13) scans and digitizes documents;
14) posts the letters which are sent out, and registers the letters received.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) [Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The registry secretary must suspend dealing with a register case and address a judge or assistant judge for guidelines if
1) the registry secretary wishes to deviate from the opinion of the judge which is known to the registry secretary;
2) legal complications appear upon dealing with a register case.
The registry secretary must transfer a register case, on the basis of the task distribution plan of the officers of the registration department, to be dealt with by another officer if there is reason to doubt the impartiality of the registry secretary, including also in the event where the registry secretary or their relative or relative by marriage is, concerning the register case
1) a sole proprietor;
2) the partner of a general partnership or limited partnership, entered in the register as an authorised representative, or a procurator;
3) the founder, management board member or supervisory board member, procurator or sworn auditor of a limited liability company, public limited company or commercial association;
4) the legal representative, director of branch or procurator of a foreign company whose branch has been entered or is being entered in the commercial register;
5) the founder or management board member of a non-profit association or foundation, supervisory board member of a foundation, member of a body of a non-profit association specified in § 31 of the Non-profit Associations Act or sworn auditor of a foundation.
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
–
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) Assistant judges, officer manager and registry secretaries are required to continuously update their professional knowledge and skills, including keep themselves up to date with amendments to laws and regulations and judgments of the Supreme Court.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) Assistant judges, office manager and registry secretaries are required to participate in the in-service training organised for them by the court or by the Ministry of Justice.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) Assistant judges, officer manager and registry secretaries may not be required to supervise more than one person completing the preparatory service plan of an assistant judge, a notary candidate or an apprentice at a time. An assistant judge may not be required to supervise more than one assistant judge during their probationary period at a time.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) The office manager and registry secretaries supervising notary candidates and apprentices who are students, are paid additional remuneration for supervision to the extent determined by the director of court.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(1) The information on the registers maintained by the registration department, the official e-mail address and telephone number of the registration department, and procedure for payment of the state fee is available on the website of the Ministry of Justice and websites of courts.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(2) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(3) The officers of the registration department provide information to persons by telephone and e-mail on the following
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
1) [repealed – RT I, 11.12.2014, 1 – entry into force 01.01.2015]
2) list of registers maintained by the registration department;
3) procedure for reception and return of documents;
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
4) [repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
5) official e-mail address of the registration department and the Centre of Registers and Information Systems;
6) procedure for informing the persons concerned about orders and entries;
7) the rates of and procedure for payment of payable state fees;
8) the notarial acts of notaries upon dealing with the register cases.
(4) The officers of the registration department do not provide any other legal information besides the information specified in subsection 3.
(1) A notary who has authenticated or certified a petition submitted to the registration department, is authorised to represent the applicants in dealings with the registration department.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(2) A notary and an employee of the notary office authorised by the notary are enabled to submit and receive documents and examine the registers via the information system.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(3) At the request of a notary, the notary is informed about the issue of an order on the grounds of a petition or interim appeal authenticated or certified by the notary.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(4) A trustee in bankruptcy entered in the registry card, or an interim trustee and an enforcement agent are treated as a notary in the acts provided in subsections 2 and 3.
(1) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(2) The documents submitted by post or e-mail may be received only by an officer appointed by the head of the registration department.
(1) The official receiving documents must accept all the relevant documents, except an annual report and the documents submitted with the annual report. No order is prepared with regard to the refusal.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[RT I, 11.10.2018, 4 – entry into force 02.10.2018 – The judgment of the Supreme Court en banc declares unconstitutional and invalid subsection 1 of § 26 and subsection 1² § 34 of the Internal Rules of Registration Department of Court approved by Regulation No 60 of the Minister of Justice of 19 December 2012, in the part whereby upon submission of the annual report of a non-profit association in any other manner than electronically via the e-reporting environment on the website of the Centre of Registers and Information Systems https://ettevotjaportaal.rik.ee/, the person submitting the report is not informed about the necessity to submit the report in the required form and no term for such submission is set for the person submitted the report, and the report is not returned to such person without a separate application.]
(2) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(1) The documents on paper sent to the registration department by post are immediately marked with an inscription of receipt, setting out the following
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
1) date of receipt;
2) the exact time if it is a petition for entry to the commercial pledge register;
[RT I, 11.12.2014, 1 – entry into force 03.02.2015]
3) total number of pages of documents sent by post;
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
4) name stamp of the receiving officer.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) The inscription of receipt is made on the first page of the principal document. The person making the inscription of receipt must stamp all the other pages with a date and name stamp. If the pages of the document are bound together, the name stamp is put only on the first page.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2<sup>1</sup>) The documents are scanned after the inscription of receipt has been made. The properly scanned paper documents are returned by regular post to the address of the person submitting the documents at their request.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(3) In case of an electronically submitted document, the inscription of receipt is replaced by registration of the document in the information system.
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
The documents received are registered in the information system or registered in accordance with the procedure for registration of correspondence.
(1) The petitions for entry received on the same day by post or e-mail are considered as received at the same time and are registered last of the petitions received on the given working day.
(2) The time of the end of the working day is marked as the time of receipt of the documents specified in subsection 1.
(3) The petitions received in the electronic mailbox of the registration department after the end of a working day but before 00:00 are registered first in the morning of the following working day, and the date of registration is deemed to be the date of their reception.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(4) The petitions received in the electronic mailbox of the registration department after 00:00 are registered last of the petitions received on the given working day, and are governed by subsections 1 and 2.
(5) The procedural documents submitted by e-mail are saved in the respective electronic file. Correspondence is registered in the document management system.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[Repealed – RT I, 29.03.2014, 22 – entry into force 01.04.2014]
(1) Petitions submitted to the information system and the time of their receipt are registered automatically.
(2) Electronic documents submitted to the information system are saved automatically upon receipt in the designated server.
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) If a petition for entry in the commercial register, non-profit associations and foundations register or commercial pledge register is denied or is withdrawn before the order on an entry is made, then the petition and the appended documents are not returned.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1<sup>1</sup>) Paper documents submitted, including annual reports, are returned to the person submitting the documents in accordance with the procedure provided by subsection 10 of § 33, subsection 4 of § 50 and § 5256 of the Commercial Code, and § 1113 of the Non-profit Associations Act. The following is entered in the information system upon return of paper documents
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
1) notation concerning the return of the documents by post;
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
2) list of the returned documents;
3) date of return of the documents.
[RT I, 29.03.2014, 22 – entry into force 01.04.2014]
(1<sup>2</sup>) In the cases not specified in subsection 1, the paper documents are returned to the person submitting the documents only in case the person submitting the documents has requested it in writing. Paper documents are retuned by regular post to the address of the person submitting the documents. Documents, the return of which is not requested, are destroyed one month after their submission.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[RT I, 11.10.2018, 4 – entry into force 02.10.2018 – The judgment of the Supreme Court en banc declares unconstitutional and invalid subsection 1 of § 26 and subsection 1² § 34 of the Internal Rules of Registration Department of Court approved by Regulation No 60 of the Minister of Justice of 19 December 2012, in the part whereby upon submission of the annual report of a non-profit association in any other manner than electronically via the e-reporting environment on the website of the Centre of Registers and Information Systems https://ettevotjaportaal.rik.ee/, the person submitting the report is not informed about the necessity to submit the report in the required form and no term for such submission is set for the person submitted the report, and the report is not returned to such person without a separate application.]
(2) [Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(3) [Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(4) [Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(1) Before carrying out an act, an officer appointed by the head of the registration department verifies that the state fee has been paid to the designated account, and records the result of verification in the information system. Where technically feasible, the receipt of state fees is verified and recorded automatically.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) [Repealed – RT I, 11.12.2014, 1 – entry into force 01.01.2015]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
The registration department is prohibited to provide services not deriving from law for a charge.
The refund of the state fee is governed by the provisions of the State Fees Act and Code of Civil Procedure.
(1) Interim appeals and objections are registered in the information system and maintained in the registry file.
[RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(2) Interim appeals and objections received by post are digitized. Also the envelope is digitized for the purpose of ascertaining the date of posting.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(3) Interim appeals and objections are forwarded to the assistant judge who made the order for the purpose of dealing with the case.
Where an interim appeal is to be forwarded to a district court, the digitized documents are forwarded for the purpose of dealing with the case.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The person who submitted an interim appeal or objection is notified of making of a new order based on the interim appeal or objection within the time limits and in accordance with the procedure prescribed in Subchapter 3 of Chapter 2.
(1) The receiving officer makes an inscription of receipt on the first page of a complaint received by e-mail, and registers the complaint in the document register.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(2) In case of an electronic complaint, the inscription of receipt is replaced by the registration of documents in the document register.
(3) The envelope is added to a complaint received by post for the purpose of ascertaining the date of posting.
(4) Complaints are forwarded to the head of the registration department.
(1) The head of the registration department makes a written decision regarding a complaint filed against the activities of an officer of the registration department, within 10 days after the registration of the complaint, and where necessary, the officer concerned writes a letter of explanation.
(2) The contents of orders, entries or notations cannot be changed by a decision.
(3) The decision is communicated to the complainant by post, or at the prior request of the complainant, electronically. A copy of the complaint and decision is sent to the Ministry of Justice.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(4) The decision together with the complaint and letter of explanation are added to the registry file of the specific register case.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) The head of the registration department immediately forwards any complaint submitted against them together with their letter of explanation to the director of court.
(2) The director of court makes a decision regarding a complaint submitted against the head of the registration department, and communicates it to the complainant within one month.
(3) The decision is communicated to the complainant by post, or at the prior request of the complainant electronically, or is delivered to the complainant against signature. A copy of the complaint, letter of explanation and decision is sent to the Ministry of Justice.
(4) The decision together with the complaint and letter of explanation are added to the registry file of the specific register case.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
–
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The following of the documents at the registration department are retained
1) correspondence which is not subject to binding in a business file, public file or registry file – three years;
[RT I, 11.12.2014, 1 – entry into force 03.02.2015]
2) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
3) [repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
4) deleted and closed electronic registry cards, as well as the documents specified in subsection 4 of § 6 – permanently;
[RT I, 11.12.2014, 1 – entry into force 03.02.2015]
5) business files and public files, except the public files of apartment associations, housing associations, garage associations and other non-profit associations – permanently;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
6) [repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
7) public files of apartment associations, housing associations, garage associations and other non-profit associations – five years after deletion from the register, denial of the petition for an initial entry or return of the petition;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
8) registry files – five years after deletion from the register, denial of the petition for an initial entry or return of the petition.
[Repealed – RT I, 21.06.2013, 3 – entry into force 24.06.2013]
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(1) The destruction of the documents past their retention period is organised by the head of the registration department, or upon their appointment, by the office manager once a year. Paper documents are destroyed with the participation of a court officer appointed by the director of court.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(2) A report on destruction is prepared regarding destruction, which sets out, in case of correspondence, the year of the documents destroyed, in case of files, the type of the file and the respective registry code. The report is prepared in two counterparts, one whereof remains in the registration department and the other in the court office.
[RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(3) The files and registry cards with the permanent retention period as specified in § 52 are transferred to the public archives on an electronic data medium, where technically feasible, after the deletion of a sole proprietor, legal person or branch of a foreign company from the register.
[RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(4) Destruction of documents and transfer of documents to the public archives are carried out in accordance with the provisions of Regulation No 181 of the Government of the Republic of 22 December 2011, Archival Rules.
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
Responding to the name queries upon entry in the register of a new business name or name of a non-profit association or foundation is organised by the officer of the registration department in charge of name planning (hereinafter name planner).
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(1) While responding to name queries, the name planner informs about any identical or similar business name or names which have been entered in the register, and indicates the registry codes and dates of initial entry of the respective objects.
(2) Where a name query has been made regarding a sole proprietor, the name planner checks all the business names entered in the commercial register.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(3) Where a name query has been made regarding a company or branch, the name planner checks all the business names entered in the commercial register.
(4) Where a name query has been made regarding a non-profit association or foundation, the name planner checks all the names entered in the non-profit associations and foundations register.
(4<sup>1</sup>) Where a name query has been made regarding a land improvement association, the name planner checks all the names entered in the register of land improvement associations.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(5) An appendage or abbreviation added to a business name or name, which is mandatory pursuant to law, is not taken into account while checking the business name or name.
(6) A name query submitted by an officer of the registration department is responded to without delay.
While responding to a name query, the name planner informs, in addition to what is prescribed in § 58, based on the trade mark database of the Estonian Patent Office and database of the European Union trade marks, which trade marks are contained in the inquired business name or name, and indicates the name of the trade mark owner, or in the absence thereof, the name of the patent attorney, and the number of the protected class of goods or services. However, the name planner does not check whether the protected class of goods or services coincides with the areas of activity of the object of the name query.
(1) While responding to a name query, the name planner informs, in addition to what is prescribed in § 58, when and for which business names or names that are identical with or similar to the object of the name query, name queries have been submitted by other officers of the registration department.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(2) The name planner compares a new name query with previous name queries based on subsections 2−5 of § 58.
(3) [Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) Everyone has the right to examine registry cards, names of the members of a housing association and public files and business files via the website ariregister.rik.ee or at notaries’ offices.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(2) A registry file may be examined by e-mail via the registration department by a competent state agency, including the court in the course of a proceeding, an enforcement agent, a trustee in bankruptcy and an interim trustee. A person with a legitimate interest in the matter ascertained by a notary may examine a registry file at the notary’s office. Section 41 of the Notaries Act applies to refusing examination.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(3) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(4) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(5) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(1) Where technically feasible, public files and business files may be examined via the website ariregister.rik.ee.
(2) The access specified in subsection 1 is subject to a fee. The fee for access is provided in a regulation established pursuant to § 70 of the Commercial Code.
(3) Where technically feasible, web services enabling access are opened via the registration department for courts, notaries, enforcement agents, trustees in bankruptcy, interim trustees and competent authorities. Said officials and authorities must ensure that only authorised personnel or officers will access the registry data.
[RT I, 26.08.2021, 1 – entry into force 29.08.2021]
(3<sup>1</sup>) Notaries access the documents specified in subsection 1 via the electronic information system of notaries (hereinafter e-notary).
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(4) Where the web services enabling access to registry data are open for the persons specified in subsection 3, they are enabled to access data only via the prescribed web services.
(5) The web services specified in subsection 3 are free of charge for notaries, enforcement agents, trustees in bankruptcy, interim trustees, courts and competent authorities.
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) Everyone may order copies and printouts of a registry card, list of the members of a housing association, and documents of business files and public files at a notary’s office.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(2) A copy or printout of a registry file may be ordered by a competent state agency, including the court in the course of a proceeding, an enforcement agent, a trustee in bankruptcy, an interim trustee, and a person with a legitimate interest in the matter ascertained by a notary. Section 41 of the Notaries Act applies to refusing examination.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(3) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(4) The person accessing a registry card or file may themselves print out the registry card or file via the website.
(5) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(6) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(7) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(8) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(9) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(10) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 21.06.2013, 3 – entry into force 24.06.2013]
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) Everyone may order a certificate from the notary to certify that there is no entry in the register or that an entry has not been amended.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(2) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(3) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(4) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(5) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(1) With regard to an order or entry in the commercial register and non-profit associations and foundations register, the person concerned is the respective undertaking, branch, non-profit association, foundation, apartment association or land improvement association. Where a trustee in bankruptcy or an interim trustee has been entered in the registry card, such trustee or interim trustee is the person concerned. If the petitioner was represented by a notary upon submission of a petition for entry, the notary is also the person concerned.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) With regard to an order or entry concerning a religious association, the person concerned is the board of the religious association that submitted the respective petition, or the body replacing it, and the religious association with regard to whom the entry was made.
(3) With regard to an entry in and an order of the commercial pledge register, the persons concerned are the pledgor and the respective pledgee, irrespective of who submitted the petition. The persons concerned regarding an entry are all the pledgees for whose benefit the commercial pledges with the rankings subsequent to the respective entry have been established.
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) The persons concerned are notified of the making of an entry in and making of an order of the commercial register, non-profit associations and foundations register and commercial pledge register immediately after the order on an entry or the order is signed with a qualified electronic signature.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) [Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) For notification of the making of an entry or notation, an uncertified printout of the registry card with valid entries, and where necessary, also a copy of the order on an entry is forwarded to the persons concerned.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) [Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(3) The documents are forwarded to and served on the persons concerned by e-mail. If the e-mail address is not known or the service of a document by e-mail fails, the document is served on the persons concerned in accordance with the procedure determined by the head of the registration department. The forwarding and service of an order is governed by the provisions of the Code of Civil Procedure.
(4) A notary is informed about the making of an order, an entry or a notation via e-notary.
(5) The data regarding the forwarding and service of an order are recorded in the information system.
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
[Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
–
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
The commercial register consists of the registry cards, business files and registry files opened for undertakings and branches.
The non-profit associations and foundations register consists of the registry cards, public files and registry files opened for non-profit associations, foundations, apartment associations and land improvement associations.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
[Repealed – RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) The commercial pledge register consists of the registry cards opened for undertakings and branches encumbered with commercial pledges.
(2) The documents retained regarding a commercial pledge are added to the files of the commercial register.
(1) The registry cards specified in §§ 84–86 consist of the data recorded as register entries in the database specified in subsection 1 of § 68 of the Commercial Code.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) The database specified in subsection 1 of § 68 of the Commercial Code is maintained in the Centre of Registers of Information Systems.
(3) The registry cards opened for undertakings, branches, non-profit associations, foundations, apartment associations and land improvement associations are numbered. The numeration of the registry cards of undertakings and branches comprises also the registry cards of the commercial pledge register.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
The registry cards of the commercial register are opened for sole proprietors, general partnerships, limited partnerships, European Economic Interest Groupings, private limited companies, public limited companies, European companies, European cooperative societies, European Groupings of Territorial Cooperation and commercial associations, and branches of foreign companies.
The data entered on a registry card are divided into subdivisions pursuant to this Regulation.
Upon initial entry in the register, the information system assigns a unique registry code to every sole proprietor, company, branch, non-profit association, foundation, apartment association and land improvement association pursuant to the procedure established by the Centre of Registers and Information Systems.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
The registry code does not change
1) [repealed – RT I, 11.12.2014, 1 – entry into force 01.01.2015]
2) upon transformation of the company;
3) for a company, an association or a foundation participating in a merger;
4) for a company or an association or foundation being divided and participating in separation;
5) for a sole proprietor who acquires the enterprise of another sole proprietor entered in the register, together with its existing business name, pursuant to subsection 3 or 4 of § 8 of the Commercial Code and is entered on the same registry card pursuant to subsection 1 of § 202 of this Regulation.
The following is entered in the subdivision “Business name and address” of a registry card of the commercial register
1) the business name of the undertaking;
2) the street address of the registered office of the enterprise of the sole proprietor or company;
2<sup>1</sup>) the address of the registered office of the management board or a body substituting therefor, if the address is located in a foreign state;
[RT I, 23.12.2017, 1 – entry into force 15.01.2018]
2<sup>2</sup>) the e-mail address;
[RT I, 23.12.2017, 1 – entry into force 15.01.2018]
3) the data, address and e-mail address of the contact person of the undertaking or branch;
[RT I, 23.12.2017, 1 – entry into force 15.01.2018]
4) in case of an housing association, the register part number of the immovable owned by the housing association and the address of the immovable;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
5) amendments to clauses 1−4 of this section.
(1) In case of the branch of a foreign company, the business name and registered office with the address of the foreign company are set out first, with the subtitle “Foreign company”, in the subdivision “Business name and address” of a registry card of the commercial register. The city or other municipality and the country of location of a foreign company are indicated as the registered office of the foreign company, and also the state, province, county or other major administrative unit may be indicated between the municipality and country.
(2) The business name, and the registered office with the street address of the branch are set out second under the subtitle “Estonian branch” on the registry card specified in subsection 1.
The following is entered in the subdivision “Capital” of a registry card of the commercial register
1) the amount of the share capital of the private limited company or public limited company or European company in euros, and in case of a public limited company or European company also the number of the shares without a nominal value, and in case of a private limited company, a notation regarding foundation without making a contribution;
1<sup>1</sup>) a notation concerning a waiver of the requirement for notarized form for a disposition for the transfer and pledge of a share;
[RT I, 26.06.2020, 6 – entry into force 01.08.2020]
2) pursuant to the provisions of law, the amount of the share capital of the commercial association;
3) whether the shares have been registered in the Estonian register of securities;
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
3<sup>1</sup>) the business name, registry code and address of the person maintaining the register of the shares of the limited partnership fund, or of the person maintaining the share register of the public limited fund;
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
3<sup>2</sup>) the business name, registry code or other registration number and address of the person maintaining the share register;
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
4) in case of simultaneous reduction and increase of the share capital, the respective notation with a reference to the resolution which constitutes a basis therefor;
5) conditional increase of the share capital with a reference to the resolution which constitutes a basis therefor;
[RT I, 11.02.2016, 2 – entry into force 14.02.2016]
6) amendments to clauses 1−5 of this section.
In case of the branch of a foreign company, the amount of the share capital of the foreign private limited company, public limited company or other similar company in the currency of the country of their registered office, and any changes thereof are set out in the subdivision “Capital” of a registry card of the commercial register.
(1) The following is entered in the subdivision “Right of representation” of a registry card of the commercial register
1) the personal data of the sole proprietor;
2) data on the general partner of the general partnership;
3) the personal data on the general partner of the limited partnership and limited partner who is authorised to represent the limited partnership, as well as their contribution in euros;
3<sup>1</sup>) the business name, registry code and registered office of the general partner of the limited partnership fund;
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
4) the personal data of the partners authorised to represent the general partnership;
5) the personal data of the member of the management of the company or of the member of the administrative board of the European company;
6) the personal data of the members and management board members of the European Economic Interest Grouping;
7) the personal data of the members of the European Grouping of Territorial Cooperation;
8) the personal data of the trustee in bankruptcy and interim trustee;
9) in case of dissolution of the company, the personal data of the liquidator, including in case the liquidator is a general partner, limited partner authorised to represent the limited partnership, the person authorised to represent the company, member of the management board, or in case of the European company, also the member of the administrative board;
10) in case of a moratorium of the credit institution, the personal data of the moratorium administrator;
11) in case of a special regime of the insurer, the personal data of the special regime trustee;
12) on the card of the branch of a foreign company, the personal data of the legal representative of the company, as well as the time of the start and end of the right of representation, and the personal data of the director of the branch;
13) the rules of joint representation of the persons specified in clauses 1−6, 8, 9 and 11 and of the director of the branch;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
14) any amendments to clauses 1−13 of this subsection.
(2) In the absence of the rules of the right of representation, a valid printout of a registry card of the commercial register must indicate the general rules for the right of representation pursuant to law regarding the persons entered in the subdivision “Right of representation”, except regarding a sole proprietor.
(1) The following is entered in the subdivision “Procurator” of a registry card of the commercial register
1) the personal data of the procurator;
2) the rules of joint representation of procurators (joint procuration), as well as the rules for how the procurator may represent the undertaking together with a member of the management board, member of the administrative board or director of the branch, and in the absence thereof, sole representation applies to every procurator, and this is not specified in the entry;
3) the right of the procurator to transfer and encumber immovables, and the absence of this right is not specified in the entry;
4) any amendments to clauses 1−3 of this subsection.
(2) In the absence of the rules of the right of representation, a valid printout of a registry card of the commercial register must indicate the general rules for the right of representation of a procurator pursuant to law.
The following is entered in the subdivision “Legal status” of a registry card of the commercial register
1) the legal form of the undertaking: sole proprietor, general partnership, limited partnership, private limited company, public limited company, European company (Societas Europaea), European Economic Interest Grouping, European Cooperative Society (Societas Cooperativa Europaea), European Grouping of Territorial Cooperation, commercial association;
2) subtype of the public limited company: credit institution, insurance company, investment fund, public limited fund;
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
2<sup>1</sup>) subtype of the limited partnership: limited partnership fund;
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
3) subtype of the commercial association: housing association, saving and loan association, with limited liability, additional liability of members or personal liability of members;
4) the objective of the commercial association, and where the articles of association prescribe the additional liability or personal liability of the members, then also the personal data of the members of the association;
4<sup>1</sup>) the personal data of the limited partner without a right of representation, as well as their contribution in euros;
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
5) the date of approval of the articles of association of the association;
6) the start and the end of the financial year;
7) the duration of the European Economic Interest Grouping, unless it is indefinite;
8) the data on the temporary and seasonal activities of the sole proprietor, and on suspension of activities;
9) the date of and grounds for dissolution of the company and other circumstances, if any;
10) continuation of the activities of the company which cancels the dissolution of the company, and grounds therefor and other circumstances, if any;
11) the data on the bankruptcy which are not entered in the subdivision “Right of representation”, including a reference to the court decision which constitutes the grounds therefor;
12) the date of termination of bankruptcy proceedings and the court that made the decision;
13) a reference to the regulation of the President of the Bank of Estonia on establishment of the moratorium of a credit institution and the date of entry into force thereof;
14) the merger, division and transformation of the company, grounds therefor and other circumstances, if any;
15) deletion of the undertaking or branch from the register and grounds therefor;
16) where it is prescribed by law, then a notation on the fact that the liability of the members of the commercial association has been reduced or precluded;
17) a notation specified in subsection 52 of § 520 of the Commercial Code;
18) any amendments to clauses 1−17 of this section.
The following special rules apply in the subdivision “Legal status” of the registry card of the commercial register regarding the branch of a foreign company
1) it is indicated under the legal form that it is the Estonian branch of a foreign company, and which Estonian company this foreign company resembles most from the legal point of view;
2) it is indicated under the laws of which territory (country) with an independent legal system the company operates;
3) if it is required in the country of the registered office of the company that the company must be entered in a register, then the register where the company is registered and the registry code are indicated;
4) the date of approval of the articles of association and the date of amendment to the articles of association and a description of the amendments are entered on the registry card only in case such an entry is made in the register of the country of the registered office of the company;
5) it is indicated whether the foreign company is or is not required to disclose its annual report in the country of its registered office;
6) the start and the end of the financial year of the foreign company.
The following is entered in the subdivision “Notations” of a registry card of the commercial register
1) the personal data of the depositary of the documents of the liquidated company or a notation regarding the transfer of the documents to an archive;
2) references to the entries made on or transferred to other registry cards;
3) a reference to the fact of registration and registration number of the undertaking in the enterprise register, and a reference to the name and legal form entered in the enterprise register, if it differed from the business name or legal form entered in the commercial register;
4) a reference to the business name initially applied for by the public limited company if it differs from the business name entered in the commercial register as a result of the initial entry;
5) a notation on the fact that a member of the European Economic Interest Grouping is exempted from liability for these obligations of the company which originated from before his admission pursuant to Article 26 (2) of Council Regulation (EEC) 2137/85;
6) the date of initial registration in the register of taxable persons of the re-registered sole proprietor;
6<sup>1</sup>) a notation on the fact that a public limited fund is a fund established pursuant to the Investment Funds Act, the amount of the share capital of which corresponds to the amount of the net value of the assets of the fund;
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
6<sup>2</sup>) a notation on the fact that the limited partnership fund is a fund established pursuant to the Investment Funds Act;
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
6<sup>3</sup>) the business name, registry code and address of the fund manager;
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
6<sup>4</sup>) a notation on the fact that a petition has been submitted to the registrar for replacement of the person maintaining the share register and that the respective resolution of the general meeting is in compliance with law;
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
7) other notations.
The consecutive number of the entry, type of the entry, date of approval of the entry, and in case of an entry made without a petition for entry, the reference to the legal grounds for making the entry are entered in the subdivision “List of entries” of the registry card of the commercial register.
(1) Where the registrar receives the information specified in clause 1 of subsection 1 of § 702 of the Commercial Code via the system of interconnection of registers of the European Union regarding the entry of the branch of an Estonian company in a register or deletion thereof from a register of another Member State, the registrar enters this information on the registry card of the company without a petition for an entry.
(2) Where the registrar receives the information specified in clause 2 of subsection 1 of § 702 of the Commercial Code via the system of interconnection of registers of the European Union regarding a change in the data of the foreign company that has a branch registered in the commercial register of Estonia, the registrar enters this information on the registry card of the Estonian branch of the company without a petition for an entry.
[RT I, 26.08.2021, 1 – entry into force 29.08.2021]
(1) The following is entered in the subdivision “Name and address” of the registry card of a non-profit association
1) the name of the association;
2) the street address of the registered office of the association;
2<sup>1</sup>) the address of the registered office of the management board if it is abroad;
[RT I, 23.12.2017, 1 – entry into force 15.01.2018]
3) the data, address and e-mail address of the contact person of the non-profit association;
[RT I, 23.12.2017, 1 – entry into force 15.01.2018]
4) any amendments to clauses 1−3 of this subsection.
(2) [Repealed – RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(1) The following is entered in the subdivision “Right of representation” of the registry card of a non-profit association
1) the personal data of the member of the management board;
2) the personal data of the trustee in bankruptcy and interim trustee;
3) in case of dissolution of the association, the personal data of the liquidator, including in case the liquidators are the members of the management board;
4) the rules of joint representation of the members of the management board;
5) the fact that the management board may, pursuant to subsection 4 of § 27 of the Non-profit Associations Act transfer and encumber the immovables and registered movables of the association only under the resolution of the general meeting and on the terms and conditions prescribed therein;
6) the rules for the sole representation right of the liquidator;
7) any amendments to clauses 1−6 of this subsection.
(2) In the absence of the rules of the right of representation, a valid printout of the registry card of a non-profit association must indicate the general rules for the right of representation pursuant to law regarding the persons entered in the subdivision “Right of representation”.
The following is entered in the subdivision “Legal status” of the registry card of a non-profit association
1) legal form;
2) the subtype of the non-profit association, including the type of the association operating under a special Act;
3) the date of approval of the articles of association;
4) the date of the first mention or the date of foundation of the religious association;
5) the start and the end of the financial year;
6) the term of operation if the non-profit association has been founded for a definite term;
7) the date of and grounds for dissolution of the association, and other circumstances, if any;
8) continuation of the activities of the association which cancels the dissolution of the association, and grounds therefor and other circumstances, if any;
9) the merger and division of the association, the grounds therefor and other circumstances, if any;
10) the data on bankruptcy which have not been entered in the subdivision “Right of representation”, including a reference to the court decision which constitutes the grounds therefor;
11) the deletion of the association from the register and the grounds therefor;
12) any amendments to clauses 1−11 of this subsection.
The following is entered in the subdivision “Notations” of the registry card of a non-profit association
1) the personal data of the depositary of the documents of the liquidated association or a notation regarding the transfer of the documents to an archive;
2) references to the entries made on or transferred to other registry cards;
3) a reference to the fact of registration and registration number of the association in the enterprise register;
4) a reference to the name of the association entered in the enterprise register if it differed from the name entered in the non-profit associations and foundations register;
5) other notations.
The consecutive number of the entry, type of the entry, date of approval of the entry, and in case of an entry made without a petition for entry, the reference to the legal grounds for making the entry are entered in the subdivision “List of entries” of a registry card of a non-profit association.
The following is entered in the subdivision “Name and address” of the registry card of a foundation
1) the name of the foundation;
2) the street address of the registered address of the foundation;
2<sup>1</sup>) the address of the registered office of the management board if it is abroad;
[RT I, 23.12.2017, 1 – entry into force 15.01.2018]
3) the data, address and e-mail address of the contact person of the foundation;
[RT I, 23.12.2017, 1 – entry into force 15.01.2018]
4) any amendments to clauses 1−3 of this subsection.
The objective of the foundation and any changes thereof are entered in the subdivision “Objective” of the registry card of a foundation.
(1) The following is entered in the subdivision “Right of representation” of the registry card of a foundation
1) the personal data of the member of the management board;
2) the personal data of the trustee in bankruptcy and interim trustee;
3) in case of dissolution of the foundation, the personal data of the liquidator, including in case the liquidators are the members of the management board;
4) the rules of joint representation of the members of the management board;
5) the rules for the sole representation right of the liquidator;
6) any amendments to clauses 1−5 of this subsection.
(2) In the absence of the rules of the right of representation, a valid printout of the registry card of a foundation must indicate the general rules for the right of representation pursuant to law regarding the persons entered in the subdivision “Right of representation”.
The following is entered in the subdivision “Legal status” of the registry card of a foundation
1) legal form;
2) the date of adoption of the foundation resolution;
3) the date of approval of the articles of association;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
4) the start and the end of the financial year;
5) the term of operation if the foundation has been founded for a definite term;
6) the date of and grounds for dissolution of the association, and other circumstances, if any;
7) continuation of the activities of the foundation which cancels the dissolution of the foundation, and grounds therefor and other circumstances, if any;
8) merger and division, the grounds therefor and other circumstances, if any;
9) the data on bankruptcy which have not been entered in the subdivision “Right of representation”, including a reference to the court decision which constitutes the grounds therefor;
10) deletion from the register and the grounds therefor;
11) any amendments to clauses 1−10 of this subsection.
The following is entered in the subdivision “Notations” of the registry card of a foundation
1) the personal data of the depositary of the documents of the liquidated foundation or a notation regarding the transfer of the documents to an archive;
2) references to the entries made on or transferred to other registry cards;
3) a reference to the fact of registration and registration number in the enterprise register;
4) a reference to the name of the foundation entered in the enterprise register if it differed from the name entered in the non-profit associations and foundations register;
5) other notations.
The consecutive number of the entry, type of the entry, date of approval of the entry, and in case of an entry made without a petition for entry, the reference to the legal grounds for making the entry are entered in the subdivision “List of entries” of the registry card of a foundation.
The data on commercial pledges are grouped by pledges, and for each pledge by subdivisions, on a registry card.
The following is entered in the subdivision “Ranking” of a registry card of the commercial pledge register
1) the ranking of the commercial pledge in words;
2) any amendments to clause 1 of this section.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The following is entered in the subdivision “Amount of pledge” of a registry card of the commercial pledge register
1) the monetary amount of the commercial pledge in euros;
2) any amendments to clause 1 of this section.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The following is entered in the subdivision “Pledgee” of a registry card of the commercial pledge register
1) the personal data of the pledgee;
2) in the event of a commercial pledge owned by several pledgees jointly, fractions owned by them;
3) any amendments to clauses 1−2 of this section.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The deletion of the commercial pledge is entered in the subdivision “Deletion” of a registry card of the commercial pledge register, and the number of the pledge concerned by this amendment is added to this entry.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
A notation regarding the fact that the registrar has discovered the non-compliance of an entry with the petition after having signed the entry, and has informed the persons concerned about it, and other notations are entered in the subdivision “Notations” of a registry card of the commercial pledge register.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The consecutive number of the entry, type of the entry, date of approval of the entry, and in case of an entry made without a petition for entry, the reference to the legal grounds for making the entry are entered in the subdivision “List of entries” of a registry card of the commercial pledge register.
The following is entered in the subdivision “Notations” of the registry card of a land improvement association
1) the personal data of the depositary of the documents of the liquidated association or a notation regarding the transfer of the documents to an archive;
2) other notations.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
The consecutive number of the entry, type of the entry, date of approval of the entry, and in case of an entry made without a petition for entry, the reference to the legal grounds for making the entry are entered in the subdivision “List of entries” of the registry card of a land improvement association.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
The following is entered in the subdivision “Name and address” of the registry card of an apartment association
1) the name of the apartment association;
2) the additional name of the apartment association;
3) the address of the registered office of the apartment association if it differs from the address of the location of the apartment associations;
4) the data, address and e-mail address of the contact person of the apartment association;
5) any amendments to the data specified in clauses 1–4 of this section.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(1) The following is entered in the subdivision “Legal representation” of the registry card of an apartment association
1) the name and personal identification code of the member of the management board;
2) the name and registry code of the manager;
3) the name and personal identification code of the trustee in bankruptcy;
4) the name and personal identification code of the liquidator;
5) any amendments to the data specified in clauses 1–4 of this section.
(2) In the absence of the rules of the right of representation, a valid printout of the registry card of an apartment association must indicate the general rules for the right of representation pursuant to law regarding the persons entered in the subdivision “Right of representation”.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
The following is entered in the subdivision “Legal status” of the registry card of an apartment association
1) legal form;
2) the date of approval of the articles of association;
3) [repealed – RT I, 11.01.2019, 3 – entry into force 14.01.2019]
4) the date of and grounds for dissolution and other circumstances, if any;
5) continuation of the activities of the apartment association which cancels the dissolution of the apartment association, and grounds therefor and other circumstances, if any;
6) data on bankruptcy which are not entered in the subdivision “Right of representation”, including a reference to the court decision which constitutes the grounds therefor;
7) deletion from the register and grounds therefor;
8) any amendments to the data specified in clauses 1–6 of this section.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
The following is entered in the subdivision “Notations” of the registry card of an apartment association
1) the personal data of the depositary of the documents of the liquidated association or a notation regarding the transfer of the documents to an archive;
2) a notation regarding the loan provided in § 36 of the Apartment Ownership and Apartment Associations Act;
3) a notation on the suspension of the authority of a member of the management board;
4) other notations.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
The consecutive number of the entry, type of the entry, date of approval of the entry, and in case of an entry made without a petition for entry, the reference to the legal grounds for making the entry are entered in the subdivision “List of entries” of the registry card of an apartment association.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
The following is entered in the subdivision “Name and address” of the registry card of a land improvement association
1) the name of the association;
2) the street address of the registered office of the association;
3) the address of the registered office of the management board if it is abroad;
4) the data, address and e-mail address of the contact person of the association;
5) the code of the land improvement system located in the area of operation of the association.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) The following is entered in the subdivision “Legal representation” of the registry card of a land improvement association
1) the name and personal identification code of a member of the management board;
2) the name and personal identification code of the trustee in bankruptcy and interim trustee;
3) the name and personal identification code of the liquidator;
4) the rules of the right of representation of the management board members and liquidators if these differ from the general rule provided by law.
(2) In the absence of the rules of the right of representation, a valid printout of the registry card of a land improvement association must indicate the general rules for the right of representation pursuant to law regarding the persons entered in the subdivision “Right of representation”.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
The following is entered in the subdivision “Legal status” of the registry card of a land improvement association
1) legal form;
2) the date of approval of the articles of association;
3) the start and the end of a financial year;
4) the date of and grounds for dissolution of the association and other circumstances, if any;
5) continuation of the activities of the association which cancels the dissolution of the association, and grounds therefor and other circumstances, if any;
6) the merger and division of the association, the grounds therefor and other circumstances, if any;
7) data on bankruptcy which are not entered in the subdivision “Right of representation”, including a reference to the court decision which constitutes the grounds therefor;
8) deletion from the register and grounds therefor.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
–
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) The task distribution plan of the officers of the registration department determines the rules for distribution of register cases among assistant judges and registry secretaries.
(2) In addition to what is provided in subsection 1 above, the task distribution plan of the officers of the registration department determines
1) rules for distribution of documents which do not constitute grounds for an entry but need substantive review (e.g. an annual report, list of the members of a supervisory board) among assistant judges and registry secretaries;
2) rules for distribution of the coercive and sanctioning operations specified in subsection 1 of § 166 among the officers dealing with the proceedings;
3) rules for mutual substitution of officers;
4) rules for compensation to ensure as even work load as possible among the officers serving in the same position.
(3) The task distribution plan specified in subsection 1 is sent to the Ministry of Justice for information.
The task distribution plan of the officers of the registration department must ensure that the assistant judges and registry secretaries will be able to deal with all types of entries within their competence, and that the work load of officers in equivalent positions will be as even as possible.
(1) Where the absence of the officer dealing with the proceedings would cause exceeding of the procedural time limit provided by law, the head of the registration department must redistribute the register cases distributed to such officer, the proceedings of which have not yet started, evenly among other officers dealing with proceedings.
(2) Any pending register cases, with regard to which the absence of the officer dealing with the proceedings would cause exceeding of the procedural time limit provided by law, are dealt with by the substitute officer appointed under clause 3 of subsection 2 of § 161.
(1) The following register cases are distributed automatically among the officers dealing with proceedings
1) petitions for entry;
2) petitions and applications;
3) annual reports;
4) regulatory enforcement proceedings.
(2) Register cases are distributed automatically among the officers dealing with proceedings on the condition that
1) the distribution takes place on a random basis and is not predictable;
2) the conditions specified in § 162 are met.
(3) The register cases distributed in the information system can be redistributed by a direction of the head of the registration department in accordance with the provisions of the task distribution plan.
[RT I, 11.12.2014, 1 – entry into force 14.12.2014]
(1) The provisions of subsection 4 of § 595 of the Code of Civil Procedure apply to recusal of officers dealing with proceedings.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) In the event of recusal of an officer dealing with proceedings, the register case is transferred to the subsequent officer dealing with proceedings in accordance with the rules of substitution prescribed in the task distribution plan of the officers of the registration department. The change is carried out in accordance with the procedure provided in subsection 2 of § 164. The documents relating to the recusal of an officer dealing with proceedings are added to the registry file.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) An officer of the registration department must inform the head of the registration department or directly the officer dealing with the proceedings of the given register case about any circumstances which may constitute grounds for
1) imposing a fine;
2) making an entry by way of official duty;
3) decision of the registrar on compulsory dissolution or deletion from the register;
4) institution of compulsory dissolution by way of civil procedure.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1<sup>1</sup>) An officer of the registration department may, while becoming aware of the circumstances specified in subsection 1, independently commence proceedings within their competence.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) If the head of the registration department becomes aware of any circumstances which may constitute grounds for the operations specified in subsection 1, they must ensure that proceedings are commenced.
(1) The numeration of register cases comprises all the orders and letters prepared at the registration department.
(2) [Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) The information system assigns a register case number to the enterprise of a sole proprietor, company, branch, non-profit association, foundation, apartment association and land improvement association when the first order is made.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) [Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
The consecutive number of any subsequent order on an entry is added to the register case number separated by a slash when the subsequent orders on entries are made.
Where an entry is made without an order on an entry, the register case number is created and additions thereto are made as if an order had been made.
When an order is made and a letter is sent out, the respective mark “M1” [for an order] or “K1” [for a letter] is added to the end of the register case number, “M2” or “K2”, “M3” or “K3”, etc. are added for the subsequent orders and letters.
The letter “Ä” is added before the register case number of an undertaking and branch, the letter “M” is added for non-profit associations, the letter “S” is added for foundations, the letter “K” is added for commercial pledges, the letter “Ü” is added for apartment associations, and the letter “P” is added for land improvement associations.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) Before deciding on entering a business name or the name of a non-profit association, foundation or land improvement association in the register, the officer dealing with the proceedings verifies, via the name planner, that the business name or name is sufficiently distinctive from other business names or names, and the compliance of the business name with subsection 3 of § 12 of the Commercial Code.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) Before deciding on entering the business name of an undertaking which contains a farm name in the register, the officer dealing with the proceedings verifies, via the name planner, from the information system of the land register, that the registered immovable or cadastral unit with such name exists and that the petitioner is entitled to use such name for farming. The address of the enterprise as set out in the petition must be indicated while making the query.
(3) Before deciding on entering a business name in the register, the officer dealing with the proceedings verifies, via the name planner, that the business name is sufficiently distinctive from the trade marks entered in the database of the Patent Office and from European trade marks.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(4) In addition to the queried business name or name, a name query must indicate
1) the name of the officer who made the name query;
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
2) the legal form of the object of the name query;
3) whether or not the name of the name query has been entered in the register;
4) the time of making the name query.
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
Where an amendment or deletion of an entry or notation would prejudice the right of a person entered in the commercial pledge register, the officer dealing with the proceedings of the register case must verify before making the entry or order on the entry that the consent of the person concerned in the required form has been submitted for the amendment or deletion of the entry or notation.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) While deciding on the merger and division of companies, the officer dealing with the proceedings must verify, in case a commercial pledge has been established on the assets of more than one company participating in the merger or division, that a notarised agreement of the pledgees exists regarding the ranking of the pledge entries.
(2) While deciding on the deletion of an undertaking from the commercial register, the officer dealing with the proceedings must verify that any commercial pledges established with regard to the undertaking have been deleted.
The information system checks automatically whether a person subject to the prohibition on business or prohibition to engage in enterprise has been entered in the register as a member of a managing body, a general partner, a procurator, a liquidator or a trustee in the bankruptcy of a legal person.
[RT I, 11.12.2014, 1 – entry into force 14.12.2014]
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
If the registrar has access to the data of the land register and movable property registers, the officer dealing with the proceedings checks, in case of a non-monetary contribution to the share capital, the ownership title to the item of the non-monetary contribution, and while entering an apartment association in the register, checks the ownership title to the apartment ownership or movable property ownership electronically from the respective database.
[Repealed – RT I, 11.12.2014, 1 – entry into force 01.01.2015]
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
Petitions and applications concerning a merger are joined together into one proceeding which is dealt with by the registrar who makes the constitutive entry.
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) First, a declarative merger entry is made on the registry card of the company, association or foundation which is deleted in the course of the merger.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) The entry specified in subsection 1 sets out
1) the companies, associations or foundations that participate in the merger, and their business names or names, registered offices, addresses and registry codes;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
2) how the companies, associations or foundations participate in the merger (whether they are being acquired, are acquiring or are merging or being founded in the course of the merger);
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
3) the fact that the merger is deemed to be effected as of making the merger entry on the registry card of the acquiring company, association or foundation, or of the company, association or foundation being founded in the course of the merger;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
4) a reference to the merger agreement and merger resolution.
(3) In case of a cross-border merger, also the law of the EU Member State under which the merger is deemed to be effected is indicated in the entry in addition to the data specified in subsection 2.
(4) The registered office, address or registry code of the company, association or foundation on whose registry card the entry is made are not set out in the part of the entry prescribed in clause 1 of subsection 2.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) After making the declarative merger entry, the certificate specified in subsection 2 of § 4339 of the Commercial Code (Annex 5) is issued to the company being acquired and participating in the cross-border merger.
(2) The certificate is issued in a single copy. The issue of the certificate is recorded in the information system.
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(1) After the declarative merger entry specified in § 184 has been made, a constitutive merger entry is made on the registry card of the acquiring company, association or foundation, or of the company, association or foundation being founded in the course of the merger.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) The entry specified in subsection 1 sets out
1) the business names or names, registered offices, addresses and registry codes of the companies, associations or foundations deleted in the course of the merger;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
2) a reference to the merger agreement and merger resolution constituting the grounds for the merger.
(3) In case of a company, association or foundation founded in the course of the merger, the entry must contain also other data necessary for foundation in addition to the data specified in subsection 2.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(4) The registered office, address or registry code of the company, association or foundation on whose registry card the entry is made are not set out as the data prescribed in subsections 2 and 3.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) Where a private limited company or public limited company mergers with the assets of a natural person, the merger entry or constitutive entry is made only on the registry card of the company being acquired.
(2) If there are several companies being acquired, the merger is deemed to be effected as of making the merger entry on the registry card of the last company being acquired. In such case it must be indicated in all the entries preceding the entry into effect, which is the company on whose registry card the entry is made whereby the merger enters into effect.
(3) The name and the personal identification code of the acquiring natural person are also indicated in the entry made on the registry card of the company being acquired. If a share is the joint property of spouses, the names and personal identification codes of both spouses are set out in the entry. In the absence of a personal identification code, the date of birth is set out in the entry.
(4) After the merger has been entered on the registry card of the last company being acquired, an entry is made on the registry cards of other companies being acquired regarding the time of making the merger entry concerning the last company being acquired.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(1) In case of a cross-border merger, the notice concerning the making of the merger entry is sent immediately to the contact address of a court, notary or other competent authority of the Member State having jurisdiction over the company being acquired. The notice is prepared in Estonian and in English and it must contain the following data
1) the court issuing the notice;
2) the name and registry code of the acquiring company and the date of making the merger entry;
3) the day, month and year of issuing the notice;
4) the name, position and signature of the assistant judge or registry secretary preparing the notice.
(2) If the notice is sent electronically, the notice is signed with a qualified electronic signature. The sending of the notice is recorded in the information system.
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(1) After the constitutive merger entry specified in § 186 has been made, the time of making the constitutive merger entry is immediately set out on the registry card of the company, association or foundation being deleted in the course of the merger, and the entry on deletion is made.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) The data on the depositary of documents are not set out in the entry on deletion specified in subsection 1.
(1) Simultaneously with making the constitutive merger entry specified in § 186, the commercial pledges of the company being deleted in the course of the merger are transferred to the registry card of the commercial pledge register which has been opened or is being opened with regard to the acquiring company or of the company founded in the course of the merger.
(2) Simultaneously with making the entry on deletion specified in § 188, the registry card of the commercial pledge register of the deleted company is closed, and a notation regarding the transfer of pledges to the acquiring company or of the company founded in the course of the merger is entered in the column of notations.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(1) [Repealed – RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) In case of a cross-border merger, the officer dealing with the proceedings of the register case sends the file documents of the company which has been deleted from the register to a court, notary of other competent authority of the other Member State electronically with a cover letter.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
Petitions and applications concerning a division are joined together into one proceeding which is dealt with by the registrar who makes the constitutive entry.
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) First, a declarative division entry in made on the registry card of the company, association or foundation which is recipient or is being founded in the course of the division.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) The entry specified in subsection 1 sets out
1) the companies, associations or foundations that participate in the division, and their business names or names, registered offices, addresses and registry codes, and their status in the division: whether they are being divided, recipients or being founded in the course of the division;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
2) whether it is distribution or separation;
3) the fact that the division is deemed to be effected as of making the division entry on the card of the company, association or foundation being divided;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
4) other data required for foundation regarding a company, association or foundation being founded in the course of the division;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
5) a reference to the division agreement, division resolution or division plan.
(3) The registered office, address or registry code of the company, association or foundation on whose registry card the entry is made are not set out in the part of the entry prescribed in clause 1 of subsection 2.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) After the declarative division entry specified in § 193 has been made, a constitutive division entry is made on the registry card of the company, association or foundation being divided.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) The entry specified in subsection 1 sets out
1) the fact that the company, association or foundation being divided transfers its assets in the course of distribution, or a part of its assets in the course of separation to the recipient company, association or foundation;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
2) the business names or names, registered offices, addresses and registry codes of the recipient companies, associations or foundations;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
3) a reference to the division agreement, division resolution or division plan.
(3) In case of a division, it is added to the data specified in subsection 2 that the company, association or foundation is deleted from the register. No entry is made regarding the depositary of documents.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
After the constitutive division entry specified in § 194 has been made, the time of making the entry is immediately set out in the last but one column of the registry card of the recipient company, association or foundation as an informative entry.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) Simultaneously with making the constitutive division entry specified in § 194, the commercial pledges of the deleted companies are transferred to the registry card of the commercial pledge register which has been opened or is being opened with regard to the recipient company or of the company founded in the course of the division.
(2) After the register entries in the commercial pledge register specified in subsection 1 have been made, the registry card in the commercial pledge register regarding the deleted company is closed. A notation regarding the transfer of pledges to the recipient company or company founded in the course of the division is entered in the column of notations.
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) If a limited partner is entered on the registry card of a general partnership, the partnership is deemed to be transformed into a limited partnership.
(2) If all the limited partners are deleted from the registry card of a limited partnership, and at least two general partners remain, the partnership is deemed to be transformed into a general partnership.
(3) In the cases specified in subsections 1 and 2, the registrar is entitled to change the legal form, and the appendage or abbreviation of the business name referring to the type of partnership entered on the registry card, without a respective petition.
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) If an entry or notation loses its meaning due to a subsequent entry, the earlier entry or notation which has lost its meaning is marked as invalid.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) [Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
If a subsequent entry or a part thereof has no independent meaning and the contents thereof consists only in declaring an earlier entry or notation invalid, also the subsequent entry or a part thereof is marked as invalid.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) If the transferee of the enterprise of a sole proprietor wishes to enter themselves in the commercial register, pursuant to subsection 3 or 4 of § 8 of the Commercial Code, under a business name which contains the business name of the existing sole proprietor and it takes place simultaneously with the deletion of the existing sole proprietor, no new registry card is opened, and entries are made on the registry card of the existing undertaking.
(2) The legal grounds for continuing the use of the business name are entered in the subdivision “Legal status” of the registry card.
(3) Subsection 1 is not applied if the registry card of the existing undertaking has already been closed. In such case the notation specified in subsection 2 is made on the new registry card.
(1) In case of deletion of a commercial pledge with a higher ranking, unless otherwise decided and declared by an agreement of the pledgees, the officer dealing with the proceedings of the register case makes an entry without a petition, whereby the rankings of the subsequent pledges are elevated by one ranking.
(2) Subsection 1 is applied also in case a petition with a lower ranking out of several petitions for entry of commercial pledges which are being simultaneously dealt with in the registration department is granted and a ranking is reserved for the petition for an entry of a higher ranking, but is dismissed or withdrawn before making the entry.
(1) If the data on the registered office or address of an undertaking, foundation, non-profit association, apartment association, land improvement association or branch change due to reasons beyond their control (e.g. if a place name changes or if local governments merge), the respective amendment is made on the registry card automatically pursuant to the second sentence of § 5111 of the Commercial Code.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1<sup>1</sup>) Where technically feasible, the addresses of management board members and registered offices are automatically deleted from the registry card.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(2) Making the registry data available on the Internet on the website of the Centre of Registers and Information Systems under “Simple query and information on proceedings” is deemed to constitute notification of amendments.
An entry on an e-mail address which has been changed upon submission of an annual report is made automatically on the registry card.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) An assistant judge or registry secretary makes an entry or notation based on a court decision made in the course of civil, criminal or administrative court proceedings without making a separate order on an entry.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) Where the specific text of the entry or notation is not included in the court decision, it is worded by the assistant judge or registry secretary.
(3) If a court decision renders an entry or notation invalid, the entry or notation is marked as invalid.
(4) An entry or notation made based on a court decision must indicate the name of the court that made the decision, the time of making the decision and the number of the case.
(5) A notation regarding the amendment or annulment of a court decision is made in the same place where the entry or notation made on the basis thereof is situated.
If the court decision has entered into force or is immediately enforceable, the entry or notation is made on the basis thereof immediately, and in case of the commercial pledge register, in the order provided by law.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) The name of an apartment association is governed by the provisions of § 19 of the Apartment Ownership and Apartment Associations Act.
(2) The name of an apartment association is formed of the addresses registered in the information system of the address details of cadastral units related to the apartment association. The city district and county are omitted from the name of an apartment association.
[RT I, 23.02.2018, 1 – entry into force 26.02.2018]
(3) Presentation of parallel addresses is governed by the provisions of § 14 of Regulation No. 103 of the Government of the Republic, System of Address Details.
(4) Where an apartment association is related to several cadastral units, all the addresses of the cadastral units are displayed in the name of the apartment association, separating the addresses with commas. Repeated municipalities or settlements are not doubled.
[RT I, 23.02.2018, 1 – entry into force 26.02.2018]
(5) Checking of an additional name of an apartment association is governed by the provisions of § 173 of this Regulation.
(6) When the address of the registered office of apartment ownerships is changed in the land register, the name of the apartment association is changed automatically.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(1) The opening of the registry card of an apartment association is governed by the provisions of § 6 of the Apartment Ownership and Apartment Associations Act.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(2) The closing of the registry card of an apartment association is governed by the provisions of § 60 of the Apartment Ownership and Apartment Associations Act.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(3) The documents and data related to an apartment association are automatically exchanged with the information system of the land register. A respective notification regarding the petition or application or other documents received, omissions hindering the proceedings and rectification of omissions is sent to the officer dealing with the proceedings.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) The registry cards of apartment associations created upon entry into force of the Apartment Ownership and Apartment Associations Act are opened automatically.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) An apartment association is not separately notified about the opening of the registry card of the apartment association.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
[Repealed – RT I, 26.08.2021, 1 – entry into force 29.08.2021]
(1) The execution of an order on an entry comprises the following
1) signing the entry with a qualified electronic signature;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
2) notification of the persons concerned about the making of the entry;
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
3) making required entries in the information system;
4) other operations deriving from law or this Regulation.
(2) The officer dealing with the proceedings of a register case ensures that the officers participating in the execution of the order on the entry perform the operations assigned to them as their duties in a timely manner and as required.
(1) An entry may be signed with a qualified electronic signature by the assistant judge who is the officer dealing with the proceedings of the register case as a person competent to decide on the entry.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) A registry secretary may sign a register entry with a qualified electronic signature if the registry secretary was the officer dealing with the proceedings of the register case.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(3) A register entry has the public reliability with regard to third persons as prescribed in subsections 2 and 3 of § 34 of the Commercial Code and in subsections 2 and 3 of § 80 of the Non-profit Associations Act as of the moment when the Centre of Registers and Information Systems has made the data on the time of submission of a petition or application and the type of the entry and time of making the entry available on the Internet on its website under “Information on proceedings”.
(4) The data of the persons who approved the register entry or who made the court order are not indicated in the view or printout of the data on a registry card via the computer network, or in public service of the court order or publication of a notice by the registrar in the publication Ametlikud Teadaanded.
–
[Repealed - RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) The annual reports and the documents submitted therewith are reviewed by an assistant judge or registry secretary pursuant to the task distribution plan of the officers of the registration department.
(2) Upon the review of the documents specified in subsection 1, the reviewer must verify that
1) the due date for submission of the report has been met;
2) the requirements for signing the report have been met;
3) the report indicates the business name or name, registry code and registered office of the undertaking, branch, non-profit association, apartment association, land improvement association or foundation;
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
4) the annual report consists of the parts required by law;
5) the net assets of the private limited company, public limited company and commercial association (total assets minus total liabilities on the balance sheet) have not become less than the minimum required by law. In case of a private limited company founded pursuant to § 1401 of the Commercial Code, the net assets of the private limited company may equal zero or more than zero, but remain under the minimum required by law, if the shareholder has not fully paid in the contributions and the due date or event for paying in the contribution as provided in the articles of association has not arrived, or if the private limited company has earned profit;
6) the annual accounts do not contain any items with zero value, except if the given item did not equal zero in the previous financial year;
7) the data regarding the revenue of the company submitted with the annual report have been submitted by up to ten major areas of activities pursuant to the Estonian Classification of Economic Activities, if it turns out from the annual accounts that the revenue existed;
8) the principal activity of the non-profit association and foundation for the accounting year has been submitted with the annual report pursuant to the Estonian Classification of Economic Activities, if submission thereof is mandatory due to the subtype of the non-profit association;
9) the sworn auditor’s report has been submitted to the registration department and the sworn auditor who issued the report had the qualification of a sworn auditor awarded pursuant to subsection 1 of § 28 of the Auditors Activities Act, if the mandatory audit of the annual accounts submitted to the registration department is required;
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
10) if an amended or rectified report is submitted to the registration department, then also the sworn auditor’s report has been made with regard to the amended or rectified report;
11) the data in the report correspond to the registry data. If the details of telecommunications set out in the report do not coincide with the details of telecommunications previously submitted to the registration department or if the data of the sworn auditor who issued the sworn auditor’s report do not coincide with the previously submitted data of the sworn auditor, it is deemed to constitute notification of a change in the details of telecommunications or data of the sworn auditor.
(3) The reviewer checks the circumstances specified in clause 5 of subsection 2 in an annual report which has been prepared in the reporting environment and signed with a qualified electronic signature in the reporting environment in accordance with the requirements of law.
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(4) The annual report and the documents submitted therewith are reviewed within five months after submission thereof.
(1) If the submission of a report is delayed or if the report does not contain the data required by law, a fine is imposed as provided in § 71 of the Commercial Code as a coercive measure. Before imposing a fine, persons may be cautioned and provided with a term for submission or rectification of data. The same procedure applies in case of any differences in the report data and registry data, and where necessary, the provisions of § 61 of the Commercial Code are applied.
(2) The assistant judge or registry secretary who is competent to review annual reports issues a caution of deletion from the register to an undertaking if the undertaking has not submitted the required annual report to the registration department within six months after the expiry of the due date provided by law. If the undertaking has not submitted the required annual report within the time limit specified in the caution, the measures prescribed in §§ 60 and 71 of the Commercial Code are applied.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(3) If the private limited company, public limited company or commercial association is without assets or if its net assets have become less than the minimum required by law, the relevant coercive measures permitted by law are applied.
(1) The documents which are required to be submitted to the registration department pursuant to law are added to the business file of an undertaking and branch, including
1) the petition or application as well as a petition for amending or withdrawing the petition or application, and the consent of the pledgor or pledgee for making the entry, appended to the petition or application to the commercial pledge register;
2) the minutes of a meeting or voting record appended to a petition or application and constituting the grounds therefor;
3) the memorandum of association or foundation resolution, and an agreement or resolution on amendment thereof;
4) the articles of association;
5) the details of the members of the management board and supervisory board, sworn auditor and controllers, and of the members of a bankruptcy committee;
6) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
7) the notice of the bank regarding payment of the share capital;
8) in case of a non-monetary contribution, the agreement on the transfer of the contribution and the documents certifying the value of the contribution;
9) the sworn auditor’s report regarding the valuation of the non-monetary contribution;
10) the power of attorney granted for signing the petition or application;
11) the commercial pledge agreement and any agreements on amendment thereof;
12) other documents submitted pursuant to law;
13) the documents requested by the registration department pursuant to § 32 of the Commercial Code.
(2) The annual report is a public document which is not added to the business file and which can be accessed via the information system of the commercial register.
(1) The documents which are required to be submitted to the registration department pursuant to law are added to the public file of a non-profit association, including
1) the petition for entry, as well as an application for amending the petition;
2) the memorandum of association, as well as an agreement on amendment thereof;
3) the articles of association;
4) the data on the members of the management board and bankruptcy committee and their consents;
5) the power of attorney issued for signing the petition for entry;
6) the data on the members of the non-profit association submitted at the request of the registration department;
7) the documents requested by the registration department pursuant to § 32 of the Commercial Code.
(2) The annual report is a public document which is not added to the public file and which can be accessed via the information system of the commercial register.
(1) The documents which are required to be submitted to the registration department pursuant to law are added to the public file of a foundation, including
1) the petition for entry, as well as an application for amending the petition;
2) the foundation resolution, as well as an agreement on amendment thereof, notarized will replacing a foundation resolution;
3) the articles of association;
4) the notice of the bank concerning the money transferred to the foundation;
5) in case of an immovable or a movable subject to registration which has been transferred to the foundation, an extract from the land register or the respective register;
6) the data on the members of the management board, supervisory board and bankruptcy committee, and data on the sworn auditor, and their consents;
7) the notarized signature specimens;
8) the power of attorney issued for signing the petition for entry;
9) the documents requested by the registration department pursuant to § 32 of the Commercial Code.
(2) The annual report is a public document which is not added to the public file and which can be accessed via the information system of the commercial register.
(1) The documents which are required to be submitted to the registration department pursuant to law are added to the public file of an apartment association, including
1) the petition for entry, as well as an application for amending the petition;
2) the articles of association, if any;
3) other documents submitted pursuant to law.
(2) The annual report is a public document which is not added to the public file and which can be accessed via the information system of the commercial register.
[RT I, 23.12.2017, 1 – entry into force 01.01.2018]
(1) The documents which are required to be submitted to the registration department pursuant to law are added to the public file of a land improvement association, including
1) the petition for entry, as well as an application for amending the petition;
2) the minutes of the foundation meeting;
3) the articles of association;
4) the map of the area of operation and the certificate of owners;
5) the data on the members of the management board and bankruptcy committee and their consents;
6) other documents submitted pursuant to law.
(2) The annual report is a public document which is not added to the public file and which can be accessed via the information system of the commercial register.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) The documents which are not required to be preserved in a business file or public file are added to the registry file of an undertaking, branch, non-profit association, foundation, apartment association and land improvement association, including
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
1) the certificate of payment of the state fee;
2) the correspondence, including the envelope if only the envelope contains necessary information on the address or the date of posting;
3) the address details prescribed by law;
4) the orders on entry and court orders made by the registrar at its own initiative;
5) the acknowledgement of delivery.
(2) The acknowledgement of delivery on paper, as specified in clause 5 of subsection 5, is not added to the file. Acknowledgements of delivery on paper are digitized and destroyed in one month after the digitization.
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
–
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
Where one and the same document preserved in the registration department concerns several undertakings, branches, non-profit associations, land improvement associations or foundations, the electronic or digitized document is linked to the proceedings concerning all the companies, associations or foundations.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(1) Electronically submitted documents are saved in an electronic file. The type of the document, and if it is invalid, the respective notation is specified together with an electronic document.
(2) [Repealed – RT I, 05.06.2017, 1 – entry into force 01.07.2017]
(3) [Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
If a petition for an initial entry is denied or is withdrawn before the entry or order on an entry is made, all the documents of the given undertaking, branch, non-profit association, foundation, apartment association or land improvement association are maintained in the registry file opened with regard to it.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
–
[Repealed - RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(1) The commercial register, the non-profit associations and foundations register, and the central database of the commercial pledge register at the Centre of Registers and Information Systems constitute a single information system.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
(2) The maintenance of the central database of the registration department of the court at the Centre of Registers and Information Systems is regulated by a regulation issued pursuant to clause 4 of subsection 4 of § 67 of the Commercial Code.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(1) The duties of the manager of the information system, support person of the special software, data steward and maintainer of the central server are performed by the Centre of Registers and Information Systems, ensuring, among other things, that the data of the users of the information systems are added, amended and cancelled and that the information system is updated.
(2) The general user support, backup of central servers and data communication between registration departments and the central database are ensured by the Centre of Registers and Information Systems.
The use of the information system is governed by the Procedure for IT Planning and Management of the Ministry of Justice (hereinafter Procedure for IT Management).
(1) The users of the information system are judges, assistant judges, officers of the registration department or of the Ministry of Justice who use the information system for performing their duties deriving from law or their official duties.
(2) The Centre of Registers and Information Systems provides, via the IT help desk, such user rights of the information system which are needed by the users for performing their duties deriving from law or their official duties to the users of the information system at the request of their immediate supervisors. Where technically feasible, this operation can be performed also by the head of the registration department.
(3) The information system is entered using the identity document of the officer.
(4) The Centre of Registers and Information Systems changes the user rights of the information system at the request of the immediate supervisor of the user.
(5) When a user of the information system resigns, the head of the registration department immediately requests the termination of the user rights of the resigning user via the IT help desk of the Centre of Registers and Information Systems. Where technically feasible, this operation is immediately performed by the head of the registration department.
The users of the information system are required to
1) ensure complete and correct use, processing, issue and forwarding of data within their sphere of competence;
2) avoid entering data in the information system beyond their sphere of competence, and damaging or destroying data entered in the computer or amending or deleting data beyond their sphere of competence;
3) inform the head of the registration department about any errors in data entry;
4) comply with the Procedure for IT Management.
The data recorded in the information system, the hardware and software installed in the registration department and official access to other databases may be used only for service-related purposes.
(1) Every officer must immediately notify the head of the registration department if any persons who have no respective authorization use or attempt to use the hardware of the registration department.
(2) The head of the registration department must document any violations of data protection requirements, and take relevant measures.
(3) In case of severe violations, including in case of breaking in the computer network, loss or destruction of data, the Centre of Registers and Information Systems must be informed immediately in order to eliminate the danger and take measures to combat it.
(1) Where necessary, the head of the registration department establishes additional organizational requirements for the protection of computerized data subject to prior approval of the Centre of Registers and Information Systems, and informs the officers concerned about the additional requirements for the protection of computerized data against their signature.
(2) The Ministry of Justice is notified about the establishment of additional data protection requirements.
Where the information system does not create notes automatically, an officer of the registration department enters the following notations in the information system
1) the type of the entry;
2) the type of the order;
3) the status of entry into force of the order and entry;
4) the status of the fine imposed by a court order;
5) [repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
6) other notations within the information system.
On the basis of the type of the entry, the information system determines the procedural status of the object of the entry (e.g. entered in the register, bankrupt, deleted).
(1) The street address (number of building and part of building, name of the traffic area or small place, name of the land unit, settlement, name of the city district, if any, name of the municipality and county) and postal code registered in the information system of the Address Data System as the place of residence or registered office are entered as the address of the place of residence or registered office.
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
(2) The information system of the commercial register informs the respective local government of any missing data of the street address in the information system of the Address Data System.
[RT I, 05.06.2017, 1 – entry into force 08.06.2017]
(3) [Repealed – RT I, 05.06.2017, 1 – entry into force 08.06.2017]
(4) If the place of residence or registered office is abroad, the code of the foreign country is selected, and other data are entered in text form.
(1) The following data are entered in the information system
1) the founders of the private limited company, public limited company, European company, non-profit association and foundation – based on the memorandum of association or foundation resolution;
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
2) the founders of the commercial association if the members of the association are not entered on the registry card – based on the memorandum of association;
3) the shareholders of the private limited company if the shares are not registered in the Estonian register of securities – based on the notice of transfer of a share, resolution on the increase or reduction of the share capital or application of the management board in case the private limited company has waived the requirement for notarised form for a disposition for the transfer and pledge of a share;
[RT I, 26.06.2020, 6 – entry into force 01.08.2020]
4) the members of the supervisory board of the company and foundation – based on the document submitted by the company or foundation;
5) the members of the bankruptcy committee – based on the list submitted by the trustee in bankruptcy;
6) the members of the revision committee or controllers – based on the document submitted by the association;
7) the sworn auditors of the company or foundation – based on the document submitted by the company or foundation;
8) the membership of the congregations of the religious association – based on the document submitted by the association;
9) the members of the association of local authorities – based on the list or notice submitted by the association;
10) the members of the building association and data on their membership pursuant to subsections 2 and 3 of the Building Association Act – based on the data submitted by the building association or notary;
11) the data concerning the pledge of a share – based on the notice of pledge of the share;
11<sup>1</sup>) the data on the notation concerning a prohibition on a share – based on the court decision constituting the grounds for the notation concerning the prohibition;
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
12) the duration of the term of authority of the members of the management board and supervisory board – based on the resolution of the body competent to elect and remove the members of the management board and supervisory board, and in case of an initial entry, based on the memorandum of association or foundation resolution;
13) the data on the area of activity of the undertaking pursuant to the Estonian Classification of Economic Activities – the registrar enters the areas of activity of the undertaking based on the petition for entry and the respective notice, and the Centre of Registers and Information Systems determines the principal activity based on the data submitted with the annual report;
14) the sworn auditor who audited the valuation of a non-monetary contribution – based on the sworn auditor’s report;
15) the address of the sole proprietor, member of the management board and chairman of the supervisory board of the company, partner of the general partnership and limited partnership and director of the branch of the foreign company, if the person has no place of residence registered in the population register of Estonia – based on the data submitted by the person;
16) the details of telecommunications specified in § 63 of the Commercial Code – based on the data submitted by the person.
(2) While entering the data on the founder of a private limited company or public limited company, such person is automatically indicated as the shareholder.
(3) The following data are entered as personal data
1) the given name and surname or name of the legal person, personal identification code or if there is none, the date of birth, or registry code, and place of residence or registered office;
2) as to the persons specified in clauses 1–3 of subsection 1, also the amount of the contribution;
3) the date of beginning and end of the position specified in clauses 3–10 of subsection 1.
The registration department may disclose a personal identification code entered in the information system
1) to the publication Ametlikud Teadaanded in the text of the notice sent for publishing if such notice contains information on the person whose data have been entered on the registry card;
2) in other cases prescribed by law or an order.
(1) The following data from a court decision whereby a prohibition on business or prohibition to engage in enterprise has been applied to a person are entered in the information system
1) the given name and surname of the person;
2) the personal identification code, or if there is none, the date of birth;
3) the legal grounds for the prohibition;
4) the status of the prohibition;
5) the extent of the prohibition on business;
6) the duration of the prohibition on business;
7) the date of beginning and end of the prohibition.
(2) The commercial register maintains information also on the prohibitions on business of the Republic of Finland.
(1) The notation on entry into force is added automatically to the end of the text of the order which has entered into force, if the order is not subject to appeal. Otherwise, the notation on entry into force is made in the information system by an assistant judge.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
(2) The notation on entry into force contains data on the date of entry into force of the order.
[Repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
(1) The Centre of Registers and Information Systems monitors the correctness of data entry by registration departments, and notifies the registration department about the defects discovered.
(2) The officers appointed by the head of the registration department correct the defects in data entry which can be corrected without amending the contents of an order and entry.
The authorities maintaining other databases, other authorities and third persons use the data of the commercial register, non-profit associations and foundations register and commercial pledge register via a computer network through the information system of the Centre of Registers and Information Systems.
[RT I, 11.01.2019, 3 – entry into force 14.01.2019]
The registration department checks, where technically feasible, the data of the population register via the computer network
1) if there is any doubt as to the correctness of the personal data submitted to the registration department;
2) to ascertain the personal identification code and place of residence of the trustee in bankruptcy and interim trustee, if these data are not indicated in the court decision;
3) to ascertain the personal identification codes and places of residence of persons not included in a register entry.
4) [repealed – RT I, 11.12.2014, 1 – entry into force 03.02.2015]
The registration department checks, where technically feasible, the data of the criminal records database via the computer network, if there is doubt as to the correctness of any submitted data, including whether a natural person has been deprived of the right to engage in enterprise by a judgment.
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
(1) A notation on the registration of shares with the Estonian register of securities is made on a registry card automatically pursuant to § 5113 of the Commercial Code based on the data obtained from the Estonian register of securities.
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
(2) Notification of the notation specified in subsection 1 is deemed performed by making the registry data available on the Internet on the website of the Centre of Registers and Information Systems under “Simple query and information on proceedings”.
(3) The registration department checks the data of the Estonian register of securities via the computer network in cases where a company is required pursuant to the Commercial Code to submit a notice or confirmation of the central securities depository to the registrar of the commercial register. In such case the submission of the notice or confirmation is not required from the company.
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
(4) As to a company whose shares are registered with the Estonian register of securities, the registration department verifies that the data on the shareholders correspond to the data set out in the document submitted for making the entry in the commercial register.
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
(5) If the registration department finds as a result of checking that the data in the Estonian register of securities do not correspond to the data set out in the document submitted for making the entry, the registration department informs the undertaking thereof.
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
(6) On the basis of an agreement between the Ministry of Justice and the central securities depository, a procedure may be established, pursuant to which the registration department of the court accepts documents from the company which the company has to submit to the central securities depository pursuant to law upon foundation or merger of the company, registration of shares or changing the amount of the share capital, and forwards them to the central securities depository.
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
The registration department forwards a notice to the publication Ametlikud Teadaanded via the computer network, where technically feasible
1) concerning cautions of deletion pursuant to subsection 3 of § 513 of the Commercial Code;
2) in case of public service of an order.
The registration department submits an inquiry to the Tax and Customs Board via the computer network in order to obtain a consent for deletion of the company, association or foundation pursuant to subsection 4 of § 59, subsection 3 of § 53 of the Non-profit Associations Act and subsection 3 of § 58 of the Foundations Act.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[Repealed – RT I, 22.01.2020, 5 – entry into force 25.01.2020]
Where technically feasible, the registration department may check data from the following registers
1) the land register;
2) the register of state and local self-governing agencies;
3) the court information system;
4) the auditors activities register;
5) the traffic register;
6) the register of construction works;
7) the databases of the Patent Office: the database of Estonian patent applications and patents, the database of European patents validated in Estonia, the database of utility models.
The information system is filled in compliance with the user manual of the information system.
Where submission of a petition or application directly to the information system is not possible due to a continuing technical failure of the information system, petitions or applications and appended documents may be submitted by post or e-mail. The submitted documents are recorded in the information system as soon as practicable after the failure has been eliminated.
[RT I, 05.06.2017, 1 – entry into force 01.07.2017]
–
[Repealed – RT I, 11.12.2014, 1 – entry into force 01.01.2015]
[Repealed – RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[Repealed – RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(1) The registrar may accept an annual report and the documents submitted therewith for an accounting period which started before 1 January 2009, on paper or by post. The provisions of § 26 are not applied.
(2) If an annual report and the documents submitted therewith are submitted on the spot in the registration department, the certificate provided in § 28 is issued to the person submitting the report.
(3) An annual report and the documents submitted therewith on paper must be scanned in the registration department within one working day after the registration of the documents.
(4) Reports must be scanned in such manner that they are legible. A scanned report is marked in accordance with the procedure established by the head of the registration department. A scanned report is digitally forwarded to the Centre of Registers and Information Systems.
(1) All the business files, registry files and public files which are on paper in the registration department are digitized on the basis of the task distribution plan and working schedule established by the head of the registration department. The business files of the sole proprietors, and the public files and registry files of the apartment associations, housing associations, garage associations and other non-profit associations which have been deleted from the register are not digitized.
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(2) The task distribution plan and working schedule specified in subsection 1 is sent to the Ministry of Justice for information.
(3) The strings or cords of binding are removed before scanning from a document included in a paper file which may be damaged by scanning. The document is not rebound after scanning.
[RT I, 29.03.2014, 22 – entry into force 01.04.2014]
(4) The following are not preserved in an electronic file
1) the table of contents of a paper file;
2) the orders made by the registrar on the basis of which an entry has been made in the register;
3) the court decisions;
4) the documents certifying the payment of state fees and fines;
5) the annual reports, interim reports, balance sheets and final balance sheets;
6) the envelopes;
7) the cover letters for documents submitted to the registration department;
8) the extracts and notices from information systems (e.g. notices from the Estonian register of securities, extracts from the land register).
[RT I, 22.09.2017, 2 – entry into force 01.10.2017]
(5) Where it turns out in the course of digitization that a document is not connected with any proceedings, a new proceeding is to be created and the document is to be linked therewith.
(6) After proper digitization of a paper file, a notation is made on the cover of the paper file concerning the date of digitization.
(7) After proper digitization of a paper file, the registrar checks the compliance of the documents with the conditions provided in subsection 2 of § 5 and makes a respective notation in the information system. The paper document is deemed to be digitized with the making of the notation.
[RT I, 21.06.2013, 3 – entry into force 24.06.2013]
(8) [Repealed – RT I, 29.03.2014, 22 – entry into force 01.04.2014]
(1) Upon receipt of a petition for entry, the entire paper file or at least the paper documents of the last two years are immediately digitized.
[RT I, 11.12.2014, 1 – entry into force 01.01.2015]
(2) If the entire paper file cannot be digitized upon receipt of a petition for entry, the remaining paper documents are digitized within 30 days.
(1) The registry cards maintained on paper until the transition to the electronic business register and non-profit associations and foundations register, including the closed registry cards, are not preserved and are destroyed within one year after the entry into force of this Regulation.
(2) The head of the registration department organises the destruction of the registry cards in accordance with the procedure provided in the Archives Act and Regulation No. 181 of the Government of the Republic of 22 December 2011, Archival Rules.
The business files of the sole proprietors on paper, and the public files and registry files of the apartment associations, housing associations, garage associations and other non-profit associations which have been deleted from the register before the completion of digitization are destroyed as of 1 January 2016.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[Repealed – RT I, 21.06.2013, 3 – entry into force 24.06.2013]
Parts A and B of the commercial register card register are connected and new registry cards are created automatically, including that the structure of the card and the order of data are changed.
The registered immovable numbers of the apartment ownerships, or the address of the residential building and the cadastral unit code entered on the registry card of an apartment association are automatically deleted from the registry card as of 1 January 2018.
[RT I, 10.12.2015, 6 – entry into force 01.01.2016]
[Omitted from this text.]
(1) The Regulation enters into force on 31 December 2012.
(2) Sections 57−60 and § 66 enter into force on 1 January 2013.