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§ 49. Content of document submitted to registrar
A document submitted to the registrar shall contain the information prescribed by law.
§ 50. Receipt of documents
- (1)
- Upon submission of a petition, the registrar shall inscribe on the petition the date of receipt of the petition, a list of documents appended to the petition and the number of pages in each document. The inscription shall be signed by the person who receives the petition.
- (2)
- The petition shall not be received if the petition does not comply with the formal requirements, or if the documents required by law, proof of payment of the state fee or of payment for publication of the entry are not appended.
§ 51. Activity licence verification
If an entry in the commercial register is applied for with regard to an area of activity for which an activity licence is required, such licence shall be submitted to the registrar in advance.
§ 52. Business name verification
The registrar shall verify that the business name is in conformity with the requirements of law. If the business name is not in conformity with the requirements of law, the registrar shall propose that a new business name be chosen during the term designated by the registrar.
§ 53. Judgment on entry
After review of a petition, the competent person shall make a judgment on entry which satisfies the petition in whole or in part, or denies it. The person competent to make a judgment shall review the petition within fifteen days after its receipt. The chief judge of the county or city court which maintains the commercial register may, on the existence of circumstances requiring special investigation, extend the term by up to thirty days.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
§ 54. Term for elimination of omissions
If there are omissions in a petition which prevent the entry from being made or if a required document is omitted, the person competent to make the judgment may set a term for the elimination of omissions. If the omissions are not eliminated by the end of the term, the person competent to make the judgment shall deny the petition. The registrar shall review a petition within fifteen days after all omissions are eliminated and the required documents are submitted.
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 54 Suspension of review of petition for an entry
A person who is competent to make a judgment on entry may suspend the review of a petition for an entry in the cases and pursuant to the procedure provided for in the Act concerning civil procedure.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 55. Content of judgment on entry
A judgment on entry shall set out:
- 1)
-
the court and the name and title of the person competent to make the judgment;
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
- 2)
- the date and place the judgment is made;
- 3)
- the text of the entry with reference to the registry card and the column in which the entry shall be made;
- 4)
- if the petition is denied, the reasons and legal basis for the judgment;
- 5)
- the procedure and term for appeal of the judgment.
§ 56. Implementation of judgment on entry
- (1)
-
After a judgment is made, the registrar shall enter the text of the entry on the registry card. The text of the entry shall be signed by the person enforcing the judgment and by the person competent to make the judgment.
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
- (2)
-
A copy of the judgment on entry shall be given or sent to the undertaking with regard to whom the judgment is made during the term specified in subsection 33 (4).
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 57. Change of seat of undertaking
- (1)
- If the seat of an undertaking changes and the new seat is in the territorial jurisdiction of another registrar, the registrar of the new seat shall open a registry card and note thereon the valid entries and also the invalid entries necessary to understand the valid entries.
- (2)
-
The registrar shall make a notation on the existing registry card concerning the change of seat of the undertaking with reference to the location of the new registry card. A notation shall be made on the new registry card concerning the location of the existing registry card.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
A notice concerning the change of seat of the undertaking shall be published in the official publication Ametlikud Teadaanded.
(20.01.99 entered into force 01.03.99 - RT I 1999, 10, 155)
§ 58. Registration proceedings in case of bankruptcy and prohibition on business
- (1)
-
The following shall be entered in the commercial register on the basis of a court decision:
- 1)
- the abatement of a bankruptcy proceedings without a declaration of bankruptcy if the court terminates the proceedings because the debtor's property is insufficient to cover the costs of the bankruptcy proceedings. The name, personal identification code and residence of the interim trustee in bankruptcy of the company shall be entered in the commercial register together with the entry concerning the abatement and it shall be indicated that the interim trustee organises the liquidation of the company and represents the company. If the bankrupt is a sole proprietor, he or she shall be deleted from the commercial register immediately;
- 2)
- a declaration of bankruptcy together with the name, personal identification code and residence of the trustee in bankruptcy, and a notation indicating that the trustee represents the undertaking;
- 3)
- the abatement of bankruptcy proceedings after a declaration of bankruptcy together with an entry concerning the continuation of activities of the undertaking - if the court terminates the proceeding because a third person satisfies the claims of creditors or gives a pledge to secure the claims. The notation indicating that the undertaking is represented by the trustee in bankruptcy shall be deleted;
- 4)
- the abatement of bankruptcy proceedings after the declaration of bankruptcy together with the deletion of the undertaking from the register - if the court terminates the proceedings because the bankruptcy estate is not sufficient to make payments related to the bankruptcy proceedings. Unless the trustee in bankruptcy states otherwise, he or she shall be indicated in the commercial register as the depositary of the documents of the company deleted from the commercial register;
- 5)
- the termination of a bankruptcy proceedings together with the deletion of the undertaking from the register or continuation of the activities of the undertaking if the court approves the final report of the trustee in bankruptcy. In the case of deletion of the undertaking from the register, the trustee in bankruptcy shall be indicated in the commercial register as the depositary of the documents of the company deleted from the commercial register, unless the trustee in bankruptcy states otherwise. In the case of continuation of activities, the notation indicating that the undertaking is represented by the trustee in bankruptcy shall be deleted;
- 6)
- a compromise and the term thereof together with an entry concerning the continuation of activities if the court had previously declared bankruptcy. A concurrent notation shall be made in the commercial register indicating that the trustee in bankruptcy performs the functions specified in §§ 112, 114 and 115 of the Bankruptcy Act. The notation indicating that the trustee in bankruptcy represents the undertaking shall be deleted;
- 7)
- the annulment of a compromise and restoration of bankruptcy proceedings after a declaration of bankruptcy. A notation shall be made in the register indication that the undertaking is represented by the trustee in bankruptcy;
- 8)
- the termination of a compromise due to expiry of the compromise term and release of the trustee in bankruptcy.
- (2)
- No entry shall be made in the commercial register concerning a prohibition on business of a debtor or a person with the right to represent the debtor.
- (3)
- No entry shall be made in the commercial register if the person under a prohibition on business has signed the petition for an entry or has issued an authorisation document to do so or if the person participated in adopting the resolution of the supervisory board which is the basis of the petition, or if entry of the person in the commercial register as a member of the supervisory board, general partner, procurator, liquidator or trustee in bankruptcy of a legal person is applied for.
- (4)
-
In the case specified in clause (1) 1) of this section, a member of the supervisory board of a legal person which is the debtor in bankruptcy proceedings shall be the depositary of documents after the deletion of the legal person from the register and he or she shall be indicated as the depositary of documents in the register unless otherwise agreed or otherwise determined on the basis of a court decision.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
§ 59. Deletion of undertaking from commercial register
- (1)
- Upon dissolution of a company, the company shall be deleted from the commercial register on its own petition or on another basis provided by law.
- (2)
- If a petition for deletion from the commercial register is not submitted upon completion of the liquidation of a company, the registrar has the right to delete the company from the register.
- (3)
-
A sole proprietor shall be deleted from the commercial register on his or her petition or on another basis provided by law. A sole proprietor shall not be deleted from the register on his or her petition if he or she must be entered in the register by law.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
-
A company shall not be deleted from the commercial register upon voluntary dissolution without the written consent of the local Tax Board office except if it has submitted a petition for deletion of the company from the commercial register. In order to obtain consent, the registrar shall submit a written request to the Tax Board. The Tax Board shall not refuse consent unless it has claims against the company. If consent is not received within twenty days after sending the request, the Tax Board shall be deemed to agree to deletion from the register.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (5)
-
If the articles of association of a company entered in the commercial register do not contain provisions required by law or if any of the provisions of the articles of association are in conflict with the law, the registrar shall set a term for the elimination of omissions by the company, which shall not be less than two months. If the company fails to eliminate the omissions during the set term, the registrar may decide on the compulsory dissolution of the company.
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (6)
-
If the membership of the management board of a company does not comply with the requirements of the law or the articles of association, the registrar shall set a term for the company to bring the membership of the management board into accordance with the requirements of the law or the articles of association; the term shall not be less than one month. If the company fails to bring the membership of the management board into accordance with the requirements of the law or the articles of association during the set term, the registrar shall decide on the compulsory dissolution of the company.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
§ 60. Company without assets
- (1)
-
If true information is submitted to the registrar that a private limited company, public limited company or commercial association does not have assets or if such company does not submit a requisite annual report to the registrar within six months after the expiry of the term provided by law, the registrar shall issue a caution of deletion from the register to the company and shall publish a notice in the official publication Ametlikud Teadaanded.
(20.01.99 entered into force 01.03.99 - RT I 1999, 10, 155; 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- (2)
- If a company does not submit information on the existence of assets or a requisite annual report to the registrar within four months after issue of the caution specified in subsection (1) of this section, the registrar shall delete the company from the register pursuant to the provisions of subsection 59 (4) of this Code.
- (3)
-
If a creditor of the company notifies the registrar of the creditors claim within four months after issue of the caution specified in subsection (1) of this section, the registrar shall initiate the compulsory dissolution of the company.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
-
If, after deletion of a company specified in subsection (2) of this section from the commercial register, it becomes evident that the company had assets, liquidation shall be decided by the registrar.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (5)
-
Subsections (1)-(4) of this section also apply if the registrar has true information that a private limited company or public limited company has failed to make a decision prescribed upon a decrease of net assets described in §§ 176 or 301 of this Code or that such decision is not complied with. Subsections (1)-(4) also apply if an undertaking is not located at the address entered in the register and the registrar has no information concerning the actual location of the undertaking.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
§ 61. Making entry without petition
- (1)
- If the registrar has information concerning the incorrectness of an entry or that an entry is missing, the registrar may make the appropriate inquiries.
- (2)
-
Upon ascertaining that an entry is incorrect or missing, the registrar shall notify the undertaking on the basis of whose petition the entry should be made. If no objection to making or correcting the entry is made within two weeks after the notice, the registrar shall make or correct the entry. Upon receipt of an objection the registrar shall decide whether the objection is justified by issuing a judgment on entry.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
Failure to submit a petition shall not exempt an undertaking who is required to submit a petition from the obligation to pay the prescribed state fee for an entry. If the incorrectness of an entry is the result of the activities of the registrar, the registrar shall, by a judgment on entry, exempt the undertaking from payment of the state fee.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (4)
-
If the making of an entry pursuant to subsection (2) of this section would result in the deletion of a company from the register, the registrar shall decide on the compulsory dissolution of the company.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 62. Personal data submitted to registrar
- (1)
- If by law a personal identification code must be set out in a document submitted to a registrar but the person does not have an Estonian personal identification code, the day, month and year of birth of the person shall be set out and entered in the register instead.
- (2)
- A legal person in public law shall, in a document submitted to a registrar, set out its registry code and reference to the Act or agreement pursuant to which the person is founded. A legal person is not required to submit its registry code or other registration number to a registrar if the legal person is not subject to entry in a public register.
- (3)
- The name of the local government in which a natural person lives shall be submitted to a registrar and entered in the register as his or her residence.
- (4)
- The name of the local government in which the seat of a legal person is located shall be submitted to a registrar and entered in the register as the seat of the legal person.
- (5)
-
Specific data concerning the address of a persons residence or seat (street number, apartment number, street name or name of the farm, settlement, local government and county, postal code) shall be submitted to a registrar as the persons address.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (6)
-
When attesting the memorandum of association of a company, the notary shall, in the case of doubt, verify whether the founders are entitled to use the location indicated as address in the memorandum as the place of business of the company.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
§ 63. Information on telecommunications of undertaking
An undertaking shall submit the telecommunications numbers (telephone number and fax number, e-mail address, etc.) of the undertaking to the registrar and may submit the address of the web-site of the undertaking. The national area code shall be indicated in front of telephone and fax numbers. Telecommunications numbers shall also be indicated in the annual report which is submitted to the registrar.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
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