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§ 384. Branch of foreign company
- (1)
-
If a foreign company wants to permanently offer goods or services in its own name in Estonia, it shall enter a branch in the commercial register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- A branch is not a legal person. The company shall be liable for the obligations arising from the activities of the branch.
- (3)
- In the cases provided by law, a company shall obtain a licence in order to found a branch in Estonia.
§ 385. Director of branch
- (1)
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A foreign company shall appoint a director or directors for the branch. A director must be a natural person with active legal capacity. The residence of at least one director must be in Estonia. A bankrupt or a person whose right to engage in economic activity has been taken away pursuant to law shall not be a director.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- A director shall direct and represent the branch and shall organise the accounting of the branch. A director may grant a procuration.
- (3)
- If several directors are appointed for a branch, each of them may represent the branch unless it is specified that the directors or some of them may represent the branch jointly.
- (4)
- A restriction on the right of a director to represent the branch shall not apply with regard to third persons.
- (5)
-
The provisions of §§ 310 and 312-315 of this Code shall apply to directors.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 386. Entry of branch in register
- (1)
-
The branch of a foreign company shall be entered in the commercial register of its location on the petition of the director of the branch. The information provided for in § 387 of this Code shall be set out in the petition.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
-
The following shall be appended to the petition:
- 1)
- an official certificate concerning the existence of the company in its home country (extract from a commercial register or a copy of a registration certificate);
- 2)
- the permission to found the branch if this is provided by law;
- 3)
- an authorisation document certifying the authority of the director of the branch or a copy of a resolution appointing the director;
- 4)
- a copy of the articles of association or partnership agreement of the company, certified according to the laws of the home country, if submission of the articles of association or partnership agreement to a register is also required in the home country of the company;
- 5)
- telecommunications numbers (telephone, facsimile);
- 6)
-
notarised specimen signatures of the directors;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 7)
-
other documents provided by law.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- (Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
- The petition for entry of a branch in the commercial register and other petitions submitted to the commercial register shall be signed by the director of the branch. If a branch has several directors, several directors shall sign the petition if they only have the right to represent the branch jointly.
- (5)
-
A branch shall be deemed to be founded as of its entry in the commercial register and dissolved as of its deletion from the commercial register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 387. Information to be entered in commercial register
The following shall be entered in the commercial register:
- 1)
- the business names of the branch and company;
- 2)
- the location and address of the branch and of the company;
- 3)
- the area of activity of the branch;
- 4)
- the register in which the company is entered and the registration number if entry in a register is prescribed by the law of the home country;
- 5)
- the legal form of the company;
- 6)
- the country under whose law the company operates in the home country;
- 7)
- the amount of share capital of the company if this is entered in a register of the home country of the company;
- 8)
- the date of adoption of the articles of association of the company and of amendments to the articles of association if these are entered in a register of the home country of the company;
- 9)
- (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 10)
-
the names, personal identification codes and residences of the directors of the branch;
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- 11)
- the directors who may represent the branch differently from the provisions of subsection 385 (3) of this Code;
- 11)
-
the names of the legal representatives of the foreign company;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 12)
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the beginning and end of the financial year of the company and whether the company must publish an annual report;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 13)
- other information provided by law.
§ 388. Accounting and submission of annual reports
- (1)
-
A foreign company shall maintain separate accounts concerning the branch. Accounts concerning the branch shall be maintained pursuant to the requirements of the Accounting Act.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- If the foreign company must publish an annual report, the director of the branch shall submit a notarised copy of the audited and approved annual report of the company and a report on the activities of the branch to the commercial register of the location of the branch not later than one month after approval of the annual report and seven months after the end of the financial year.
- (3)
- If the founder of the branch is a subsidiary in the home country, the founder may submit the consolidated accounts of the parent undertaking instead of an annual report if a statement is submitted concurrently, signed by the directing body of the parent undertaking, stating that the subsidiary need not, pursuant to the law of the home country of the company, prepare an annual report, and the balance sheet and profit of the company are reflected in the consolidated accounts of the parent undertaking.
§ 389. Bankruptcy or liquidation of company
Within fourteen days after commencement of bankruptcy proceedings or liquidation of the company, the director of the branch shall notify the registrar of the location of the branch, who shall make a corresponding notation in the commercial register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 390. Liquidation and deletion of branch from register
- (1)
-
A branch shall be deleted from the commercial register if:
- 1)
-
the company is dissolved;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 2)
- the company applies for it;
- 3)
- the branch does not have a director and a director is not appointed within three months after a caution by the registrar;
- 4)
- the director of the branch does not submit the required annual report and report of the branch during the terms specified in § 388 of this Code and also does not do so during an additional term specified by the registrar.
- (2)
- A branch shall be deleted from the commercial register on the basis of a court judgment on the petition of a person or agency entitled by law or any other interested person if the object of the activities or the activities of the branch are in conflict with the law, the constitutional order or good morals, or on the petition of a creditor who proves that the creditor cannot satisfy the creditors claim which arises from operation of the company in Estonia by means of the assets of the company in Estonia, or on another basis provided by law.
- (3)
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After deletion of a branch from the register, the foreign company may continue its activities in Estonia as an undertaking only if it has a new branch entered in the register. Upon deletion of a branch from the register on the petition of a creditor, a new branch may only be entered in the register if the claim of the creditor is satisfied or if the written consent of the creditor for entry of the branch in the register is submitted.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (4)
-
Before deletion of a branch from the register, the branch shall be liquidated, to which the provisions of §§ 369, 372, 374, 377, subsections 378 (1) and (2) and §§ 381, 383 of this Code shall apply. After satisfaction of the claims of all creditors and the deposit of money, the liquidators shall prepare the final balance sheet, which shall be appended to the petition for deletion of the branch from the register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
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