Implementation of Act

§ 505. Entry into force of this Code

(1): This Code enters into force on 1 September 1995.
(2): Sections 524 and 530 of this Code enter into force on the day following the date of publication of this Code in the Riigi Teataja.
(The application of §§ 309 and 310 of the Law of Property Act amended pursuant to subsection 530 (2) and (3) is suspended until the entry into force of the Commercial Pledges Act 14.06. 95 entered into force 12.07.95 RT I 1995, 57, 976)

§ 506. Application of this Code to companies

(1)

As of 1 September 1995, companies shall only be founded pursuant to the procedure provided for in this Code, and the provisions of this Code shall apply to them.

(2)

The provisions of § 1, subsections 2 (1), (4) and (5), §§ 46, 79, 82, 85, 98, 100, 101, subsections 102 (1), (3) and 103 (1), (3), §§ 104, 111, 113, 115, 117, 121, 123, 126, 128, 130, subsection 131 (1), § 132, subsection 134 (1), §§ 135, 140, 143, clauses 144 (1) 1), 2), 4), 5), 7), 8) and subsection 144 (3), §§ 145, 146, subsections 148 (3), (6), §§ 149, 170, subsections 171 (1) and (3) and clause 171 (2) 3), §§ 172, 175, 177, 178, subsections 179 (1), (3), 180 (1), (2), (6) and (7) and the first and second sentences of subsection 180 (3), §§ 181, 188, subsection 189 (2), §§ 190, 191, subsections 192 (1) and (2), §§ 193, 195, 197, 199, 201, 203, 205, 207, 209, 216, subsection 219 (1), §§ 220, 221, 223, 226, subsections 227 (1) and (2), §§ 228, 240, subsections 241 (1), (2), (3) and (4), §§ 246, 248, subsection 249 (4), clauses 250 (1) 1), 2), 5), 6), 7), and 8) and subsection 250 (3), §§ 251, 252, 272, 291, clause 292 (1) 2), subsections 292 (2) and (3), §§ 293, 299, subsection 300 (1), §§ 302, 307, subsections 308 (1)(3), §§ 309, 315, 328, 332, 334, 340, subsections 341 (1),(3), §§ 342, 344, 358, 360, 366, 368, 370, 372, 379 and 383 of this Code shall correspondingly apply to companies founded before 1 September 1995 until their entry in the commercial register. Until entry in the commercial register, the management board of a public limited company has both the rights of a management board and supervisory board unless the articles of association of the public limited company prescribe otherwise. If the articles of association or partnership agreement of a company is in conflict with the law, the provisions of law shall apply. The liability of members of the supervisory board prescribed in § 327 of this Code shall extend to members of the management board of a public limited company which is not entered in the commercial register if the public limited company does not have a supervisory board.

(05.06.97 entered into force 10.07.97 - RT I 1996, 48, 40; 21.10.97 entered into force 12.11.97 - RT I 1997, 774, 1313)

The personal liability provided for in §§ 187, 315 and subsection 506

(2)

of this Code shall apply to the director of an enterprise entered in the enterprise register unless he or she proves that he or she was not the director of the enterprise at the time of conclusion of a transaction or of failure to perform an act.

(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)

(3)

Until entry of a company in the commercial register, private limited companies and public limited companies of which all the shares are held by the state shall be managed taking into account the exceptions established by the Government of the Republic.

(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

(4)

Until entry in the commercial register, the general meeting of a public limited company shall, in addition to the provisions of subsection 298 (1), also be competent to decide on other matters placed within the competence of the general meeting by the articles of association of the public limited company.

(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

(5)

Before the entry into force of the requirements specified in the fourth sentence of subsection 180 (2) and in subsection 308 (4), the membership of the management boards of private limited companies and public limited companies entered in the commercial register shall be brought into accordance with the specified requirements by 1 September 1997.

(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

(6)

Until 1 September 1999, the management board of a private limited company or public limited company may acquire and transfer immovables, structures as movables and holdings in other companies (shares) in the name of the private limited company or public limited company only by a resolution of the supervisory board or, if no supervisory board exists, of the meeting of shareholders or general meeting of shareholders, unless the articles of association of the private limited company or public limited company prescribe otherwise. This restriction shall apply with regard to third persons.

(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

§ 507. Enterprises not provided for in this Code

(1): Enterprises founded pursuant to legislation valid before the entry into force of this Code and not provided for as undertakings in this Code shall, by 1 September 1997, be transformed pursuant to § 509 of this Code or be dissolved. The foundation of, transformation into, merger with or division into such enterprises shall not be permitted after 1 September 1995.
(2): Provisions of legislation concerning enterprises which were founded pursuant to legislation valid before the entry into force of this Code and which are not provided for as undertakings in this Code shall apply to such enterprises.
(3): If an enterprise founded pursuant to legislation valid before the entry into force of this Code is not transformed or dissolved by 1 September 1997, it shall undergo compulsorily dissolution pursuant to the procedure provided for in § 513 of this Code.

§ 508. Foundation of enterprise before entry into force of this Code

An enterprise founded before 1 September 1995 may be entered in the register of enterprises, agencies and organisations of the Republic of Estonia (hereinafter enterprise register) if the enterprise is granted permission for foundation before 1 September 1995, and the petition for entry in the register is submitted by not later than 10 September 1995.

§ 509. Merger, division and transformation

(1)

The merger, division or transformation of companies entered in the commercial register shall be effected pursuant to the procedure provided for in this Code. A company entered in the commercial register shall not merge with a company which is not entered in the commercial register.

(2)

An enterprise which is not entered in the commercial register may be transformed into an undertaking provided for in this Code or in another manner provided for in this section. The provisions of §§ 478, 482, 485, 487, 489, 495, 498, 500 and 504 of this Code shall apply to the transformation of enterprises which are not entered in the commercial register. The term specified in the first sentence of subsection 485 (1) shall not apply to the transformation of an enterprise which is not entered in the commercial register.

(3)

Transformation, merger or division of state enterprises [riigiettevõte, riiklik ettevõte], state small enterprises, other enterprises held by the state, collective enterprises, leased enterprises and state funds shall be effected on the basis of an order of the Government of the Republic and pursuant to the procedure established by the Government of the Republic.

(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)

(4)

A municipal enterprise may be transformed into a private limited company, public limited company or local government agency. Transformation of a municipal enterprise shall be decided by the rural municipality or city council and shall be organised by the rural municipality or city government.

(5)

A state enterprise [riigiettevõte, riiklik ettevõte] may be transformed into a private limited company, public limited company, legal person in public law or state agency.

(6)

A leased enterprise, collective enterprise or state small enterprise may be transformed into a private limited company or public limited company.

(7)

Upon a transformation, the documents provided for in clauses 485 (1) 1), 4) and 6), 8) and, in the case of the transformation of a public limited company, the opinion of an auditor on whether the public limited company has net assets which correspond to the share capital, shall be submitted to the registrar of the commercial register. Upon the transformation of a private limited company, the opinion of an auditor shall be appended if the company meets the conditions for which an audit is prescribed.

(8)

Enterprises which are not entered in the commercial register may merge such that they found a new company, which shall be entered in the commercial register, or such that one enterprise is merged with another. The provisions of §§ 391, 393, 397, 398, 400, 401, 403, 405, 410, 412, 417, 421, 433 shall correspondingly apply to a merger of enterprises. The provisions of the first sentence of subsection 400 (1) shall not apply to a merger of enterprises which are not entered in the commercial register. The opinion of an auditor on whether a public limited company has net assets which correspond to the share capital shall also be submitted to the registrar concerning a public limited company being entered in the commercial register. Upon entry of a private limited company in the commercial register, the opinion of an auditor shall be appended if the company meets the conditions for which an audit is prescribed.

(9)

Transformation or merger into a company provided for in this Code shall be deemed to be effected as of entry of the company in the commercial register. Upon transformation of a state enterprise [riigiettevõte, riiklik ettevõte], state small enterprise, state foundation or municipal enterprise into a company, assets transferred to such enterprise pursuant to law by the state, assets acquired on the basis of such assets or in some other manner and which are in the lawful possession of such enterprise at the time of entry in the commercial register shall be deemed to be to have transferred from state ownership into the ownership of the company as of the moment of entry of the company in the commercial register. The same shall apply with regard to entry of a state foundation or municipal enterprise in the non-profit associations and foundations register.

(17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48; 17.02.98 entered into force 22.03.98 - RT I 1998, 23, 322)

(Subsection 509 (9.1) of the Commercial Code shall apply retroactively to 1 September 1995 - 17.02.98 entered into force 22.03.98 - RT I 1998, 23, 322)

(91)

The provisions of the second sentence of subsection (9) of this section shall apply upon a merger of the enterprises specified in subsection (9) to the company to which the assets in the possession of the merging companies are transferred.

(17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48)

(Subsection 509 (9.1) of the Commercial Code shall apply retroactively to 1 September 1995 - 17.02.98 entered into force 22.03.98 - RT I 1998, 23, 322)

(92)

Upon a division of a state enterprise [riigiettevõte] pursuant to subsection (3) of this section, the Government of the Republic shall establish the procedure for transfer of the assets in the possession of the state enterprise to the ownership of the company.

(17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48)

(10)

Upon transformation or merger of an enterprise which is not entered in the commercial register into an undertaking provided for in this Code, the assets transferred to the new undertaking shall be exempt from income tax and value added tax.

(11)

A general partnership or limited partnership which is not entered in the commercial register shall not be transformed into a private limited company or public limited company.

(12)

A state fund may be transformed into a private limited company, public limited company, foundation or legal person in public law. The petition of a state foundation which is being transformed into a private limited company or public limited company shall be submitted to the registrar of the commercial register by not later than 1 September 1997; the petition of a state foundation which is being transferred into a foundation shall be submitted to the registrar of the non-profit associations and foundations register by not later than 1 October 1998.

(17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48)

§ 510. Transformation into sole proprietorship

(1)

A private limited company or public limited company which is not entered in the commercial register, all the shares of which are held by one shareholder who is a natural person, may, by a resolution of the meeting of shareholders or of the general meeting of shareholders, be transformed into a sole proprietorship. This transformation shall be permitted and shall be deemed to be effected if the sole proprietor is entered in the commercial register.

(2)

Upon transformation, the assets of the private limited company or public limited company together with the obligations shall transfer to the sole proprietor who was a shareholder.

(3)

The business name of the sole proprietorship, the seat of the enterprise and other measures necessary for transformation shall be set out in the transformation resolution.

(4)

The sole proprietor shall submit a petition for entry of the transformation and of the sole proprietor in the commercial register. The following shall be appended to the petition:

1): the transformation resolution;
2): the balance sheet taken as the basis for the transformation.

(5)

A registrar may enter a transformation in the commercial register only if the balance sheet taken as the basis for the transformation is prepared not earlier than eight months before submission of the petition to the commercial register. The provisions for preparation of an annual report shall apply to preparation of a balance sheet.

(6)

Upon entry of the transformation and of the sole proprietor in the commercial register, the assets of the private limited company or public limited company shall transfer to the sole proprietor. The private limited company or public limited company shall dissolve as of entry of the transformation.

(7)

The sole proprietor may use the business name of the private limited company or public limited company, taking into account the requirements of § 8 of this Code.

§ 511. Petition for entry in commercial register

(1): An undertaking founded and registered in the enterprise register before 1 September 1995 shall be entered in the commercial register on the petition of the undertaking.
(2): A petition for entry in the commercial register shall set out the information concerning the undertaking as provided by law and the documents provided by law, and the certificate of registration of the undertaking in the enterprise register shall be appended to the petition. All members of the management board of or the partners entitled to represent the company shall sign the petition.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
(3): For entry in the commercial register, the articles of association of the company shall be brought into accordance with the provisions of this Code.
(4): A person competent to make judgments on entries shall review a petition for entry in the commercial register of an enterprise entered in the enterprise register in the same legal form or by way of transformation or by way of merger within six months days after such petition is submitted. Petitions shall be reviewed in the order they are received. The head of a registration department may with good reason permit the review of a petition as a priority. The primary good reason shall be participation in a transaction for which the corresponding natural or legal person must, pursuant to the Land Reform Act (RT 1991, 34, 426; RT I 2001, 52, 304), be entered in the commercial register.
(17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48)
(5): If the workloads of the registration departments of different county and city courts are temporarily unequal, the Minister of Justice may, in the interests of the state, assign an assistant judge or registry secretary from a registration department with a lesser workload to perform his or her duties in a registration department with a greater workload for up to one month. Accommodation and travel expenses shall be paid to an assistant judge or registry secretary who is so assigned, and he or she shall be paid additional remuneration in an amount determined by the Minister of Justice, but not less than 25 per cent and not more than 50 per cent of his or her salary.
(17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48)

§ 5111. Change of residence or seat or address information by registrar

If the residence or seat or address information of persons provided for in subsections 62 (3)-(5) of this Code are changed, the registrar shall make amending entries for each undertaking separately together with amendments of other information on the undertaking in the registry. Information confirmed by the body which made the changes or information published pursuant to the procedure prescribed by law shall be the basis for an amending entry.

(17.02.99 entered into force 19.03.99 - RT I 1999, 23, 355)

§ 512. Branch of foreign company

(1): A branch or representation of a foreign company entered in the enterprise register before 1 September 1995 shall be entered in the commercial register as a branch on the petition of the undertaking.
(2): The petition shall be signed by the director of the branch or representation. The documents provided by law concerning a branch shall be appended to the petition.
(3): 1995. The branch of a foreign company shall lose the rights of a legal person as of 1 September 1995.

§ 513. Deletion from register

(1)

Upon entry in the commercial register of an undertaking recorded in the enterprise register, a notation to this effect shall be made in the entry in the enterprise register on the basis of a notice from the registrar of the commercial register.

(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)

(2)

Enterprises in the enterprise register which by 1 September 1997 are not entered as undertakings in the commercial register or for which, by 1 September 1997, no petition for entry in the commercial register has been submitted to the registrar of the commercial register or whose petition for entry in the commercial register has been denied, shall be deemed to have undergone compulsory dissolution.

(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)

The right of representation of the management board of an enterprise which has undergone compulsory liquidation or of the body substituting therefor shall be retained until a court appoints liquidators or declares a bankruptcy or deletes the enterprise from the register. The composition of the management board or of the body substituting therefor may be changed until such time only with good reason and the permission of the court. The primary good reasons shall be:

1)

a lengthy or serious illness due to which performance of the duties of the management board or of the body substituting therefor becomes impossible;

2)

the death of a member of the management board or of the body substituting therefore or the declaration of a member of the management board or of the body substituting therefor as missing or dead or to be without active legal capacity;

3)

the entry into force of a court judgment by which punishment with imprisonment is imposed;

4)

the entry into force of a court judgment by which a member of the management board or of the body substituting therefor is deprived of the right to operate in a particular area of activity;

5)

a member of the management board or of the body substituting therefor takes up residence in a foreign country permanently.

Changes in the composition of a management board or of a body substituting therefor shall enter into force as of registration in the enterprise register.

(21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313)

(3)

The registrar of the enterprise register shall publish a notice of the compulsory dissolution of an undertaking in the official publication Ametlikud Teadaanded. If the registrar of the commercial register makes a judgment concerning a petition for entry of an undertaking in the commercial register by which the registrar denies the petition after 1 September 1997, the registrar shall publish a notice in the official publication Ametlikud Teadaanded. A notice of dissolution shall indicate that creditors, shareholders and members are to submit their claims within four months after publication of the last notice to the court according to the seat of the enterprise for the appointment of liquidators or a declaration of bankruptcy.

(05.06.97 entered into force 10.07.97 - RT I 1999, 48, 774; 20.01.99 entered into force 01.03.99 - RT I 1997, 10, 155)

Creditors, shareholders and members may submit a petition to the court according to the seat of the enterprise for appointment of liquidators or a declaration of bankruptcy within four months after publication of the notice specified in subsection (3) of this section. The court may give preference to appointment of the director of the enterprise entered in the enterprise register as the liquidator, who is obligated to accept the duties of liquidator unless refusal to accept such duties is due to a good reason specified in subsection (2) of this section. The following shall be set out in a petition for liquidation:

1): information on the enterprise which has undergone compulsory dissolution for which liquidation is applied for, including reference to the issue of the Riigi Teataja Lisa ³ in which the notice of compulsory dissolution was published;
2): the name, residence or seat and postal address of the petitioner;
3): a request for a person to be appointed as liquidator, and the name, residence and postal address of such person;
4): information on the amount, basis and term for payment of the claim on which the petition is based if the petition is submitted by a creditor; in such case proof of existence of the claim shall be appended to the petition.

The consent of a person shall be appended to the petition if the persons appointment as liquidator is requested unless the petition is for appointment of the director of an enterprise entered in the enterprise register as liquidator. A receipt for payment of the state fee shall also be appended to the petition.

If the court has already appointed a liquidator for an enterprise which has undergone compulsory dissolution, any subsequent petitions for liquidation shall be deemed to be notices of claims and the court shall forward them to the liquidator. Any person who submits a knowingly false petition for liquidation shall compensate for any damage caused thereby to the enterprise, its creditors, shareholders or members.

(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)

A petition for liquidation shall set out information on the enterprise which has undergone compulsory dissolution with regard to which liquidation is applied for, and information on the petitioner, information on the amount, basis and term for payment of the claim on which the petition is based and a request for a person to be appointed as liquidator; proof of existence of the claim on which the petition is based shall be appended to the petition. If a court has already appointed a liquidator for an enterprise which has undergone compulsory dissolution, any subsequent petitions for liquidation shall be deemed to be notices of claims and the court shall forward them to the liquidator. Any person who submits a knowingly false petition for liquidation shall compensate for any damage caused thereby to the enterprise, its creditors, shareholders or members.

(21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313)

An enterprise which has undergone compulsory dissolution shall not:

1)

distribute profits to shareholders, members or the undertaking (dividends);

2)

transfer or rent immovables, movables registered in a state register (buildings, vehicles, etc.) or holdings in other companies (shares) belonging to the enterprise, or encumber immovables, movables registered in a state register (buildings, vehicles, etc.) or holdings in other companies (shares) belonging to the enterprise with a restricted real right;

3)

amend the articles of association;

4)

change the amount of share capital or the amount of the contribution of partners;

5)

found legal persons.

(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)

The restrictions provided for in clause 2) of this subsection shallq apply until a court appoints liquidators or declare a bankruptcy. The restrictions provided for in clause 2) of this subsection shall apply with regard to third persons.

(21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313)

(4)

(Repealed)

(5)

If creditors, shareholders or members do not give notice of their claims during the term specified in subsection (3) of this section or if a liquidation is completed, the enterprise shall be deemed to be dissolved and shall be deleted from the register.

(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)

In order to conclude liquidation, the liquidators shall submit the final balance sheet and a petition for deletion of the enterprise from the register and for entry of the depositary of the documents of the liquidated enterprise in the register to the registrar of the enterprise register. If an enterprise is dissolved due to failure to fulfil a claim, the director of the enterprise entered in the enterprise register at the time of dissolution shall be deemed to be the depositary of the documents of the liquidated enterprise and shall be entered in the enterprise register by the registrar of the enterprise register.

(21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313)

(6)

Upon entry in the commercial register of a company or branch founded before 1 September 1995, a notation concerning the earlier registration of the company or branch in the enterprise register shall be made in the commercial register, indicating the former registration number.

(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)

(7)

A branch or representation of a foreign company which is not entered in the commercial register by 1 September 1997 or for which, by 1 September 1997, no petition for entry in the commercial register has been submitted to the registrar of the commercial register or whose petition for entry in the commercial register has been denied, shall be deleted from the enterprise register by the registrar of the enterprise register unless it is a branch or representation of a foreign credit institution.

(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)

(8)

The Minister of Justice may, by a regulation, establish a specific procedure for carrying out compulsory dissolution specified in this section. The Minister of Justice shall, by a regulation, establish the procedure for remuneration of liquidators of enterprises which undergo compulsory dissolution and the maximum amounts of remuneration.

(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774; 21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313)

§ 514. Registration of payers of value added tax

The Tax Board shall promptly notify the registrar of the commercial register of information concerning the registration or deletion of a sole proprietor as a taxpayer pursuant to §§ 7 and 11 of the Value Added Tax Act.

§ 515. Rights attaching to different classes of shares

(1): Rights attaching to shares issued before 1 September 1995 which do not comply with the provisions of this Code shall continue to be valid. Such rights shall be set out in the articles of association of the public limited company.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
(2): The rights of founders and shareholders which are not attaching to shares shall be void as of 1 September 1995.

§ 516. Nominal value of share

(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

The shares of a private limited company founded before 1 September 1995 with nominal values less than the nominal value provided for in § 148 of this Code shall continue to be valid.

§ 517. Business name

(1): Upon entry of an undertaking in the commercial register, the registrar shall make inquiries to the enterprise register concerning the registration of the same or a similar name in the corresponding registers.
(2): A business name being applied for shall not be entered in the commercial register if it or a misleadingly similar business name is registered in the enterprise register by another undertaking before the applicant.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
(3): A person who has a preferential right to a business name pursuant to subsection (2) of this section may waive this right for the benefit of another person by submission of a corresponding notarised petition to the commercial register. All members of the management board or of its substituting body registered in the enterprise register shall be jointly entitled to submit the corresponding petition in the name of the enterprise registered in the enterprise register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

§ 518. Audit of share capital

(1): Upon entry in the commercial register of a private limited company or public limited company in the same legal form entered in the enterprise register, the balance sheet of the private limited company or public limited company, which must be prepared as at a date not earlier than six months before submission of the petition for entry in the commercial register, shall be submitted. The balance sheet shall reflect the share capital entered in the register.
(2): The opinion of an auditor concerning whether a public limited company has net assets which correspond to the share capital shall be appended to the balance sheet of a public limited company specified in subsection (1) of this section. The opinion of an auditor shall be appended to the balance sheet of a private limited company if the private limited company meets the conditions for which an audit is prescribed.
(3): A resolution on alteration of share capital may, for the purpose of entry of the company in the commercial register, be made regardless of the restrictions on alterations of capital prescribed in the articles of association. An alteration of capital need not be previously registered in the enterprise register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

§ 519. Amount of share capital

(1)

As of 1 September 1995, the share capital of a private limited company being founded and entered in the commercial register shall be at least 10000 kroons, and the share capital of a public limited company shall be at least 100000 kroons.

(2)

As of 1 September 1999, the share capital of a private limited company shall comply with the amount provided for in § 136 of this Code, and the share capital of a public limited company shall comply with the amount provided for in § 222 of this Code.

(3)

A private limited company the share capital of which is not at least 40, 000 kroons or a public limited company the share capital of which is not at least 400000 kroons shall be deemed to have undergone compulsory dissolution, if:

1): the private limited company or the public limited company has not submitted an application to the registrar of the commercial register to increase the share capital to the amount specified by 1 September 1999 at the latest, or
2): the private limited company or the public limited company has not submitted an application concerning the transformation of the company to the registrar of the commercial register by 1 September 1999 at the latest, or
3): the application of the private limited company or the public limited company specified in clause 1) or 2) of this subsection is denied after 1 September 1999.
(16.06.99 entered into force 17.07.99 - RT I 1999, 57, 596)

(4)

Provisions of section 513 of this Code shall apply to companies deemed to have undergone compulsory dissolution pursuant to subsection

(3)

of this section, and the term commercial register shall be used instead of enterprise register upon the application of the provisions and the duties assigned to the registrar of the enterprise register by the given provisions shall be performed by the registrar of the commercial register.

(16.06.99 entered into force 17.07.99 - RT I 1999, 57, 596)

§ 520. Foundation of company

(1): During the foundation of a company, the founders shall use the proposed business name of the company together with the appendage asutamisel [in foundation].
(2): In order to make a non-monetary contribution, an agreement concerning the transfer of the item of the non-monetary contribution shall be concluded with the company being founded. The agreement shall be in writing unless notarisation is required by law for transfer of a certain item.
(3): If a contribution to a company being founded is an immovable or a movable subject to registration, the company being founded shall be entered in the land register or in another register together with the business name and the appendage specified in subsection (1) of this section.
(4): In order to make monetary contributions to a private limited company or public limited company, the founders shall open a bank account in an Estonian credit institution in the name of the company being founded using the business name and the appendage specified in subsection (1) of this section, which may be disposed of in the name of the company after entry of the company in the commercial register.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(5): If a company is not entered in the register, movables entered in a register, immovables entered in the land register in the name of the company and bank accounts opened in the name of the company may be disposed of only on the basis of a court judgment and pursuant to the procedure specified by the court judgment. A court shall make a judgment on the petition of the founders. The petition shall set out the reasons for failure to found the company, and who has made contributions to what extent.
(6): If a contribution to a company being founded is an immovable, the right of pre-emption provided for in § 20 of the Law of Property Act Implementation Act (RT I 1993, 72/73, 1021; 1999, 44, 510; 2000, 51, 325; 2001, 31, 171, 42, 234) shall not apply to its transfer.

§ 521. Activity and operating licences

(1): An activity licence [tegevuslitsents] which is issued, until an Act regulating the corresponding area of activity is passed, under conditions and pursuant to the procedure established by the Government of the Republic shall also be deemed to be an activity licence [tegevusluba] as provided for in this Code (§ 4). An activity licence [ tegevusluba, tegevuslitsents] shall be issued to a sole proprietor on the same bases and pursuant to the same procedure as to a company unless otherwise provided by law.
(11.02.97 entered into force 16.03.97 - RT I 1997, 16, 258)
(2): If a company being founded wishes to operate in an area of activity for which an activity licence is prescribed, a licence shall be obtained before entry in the commercial register. In such case, the activity licence shall enter into force as of entry of the company in the commercial register unless a later date is prescribed for the entry into force of the licence.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
(3): An operating licence [tegutsemisluba] for an undertaking shall be issued by the local government pursuant to the procedure established by the Government of the Republic.
(4): The Government of the Republic may make the validity of an activity licence [tegevusluba, tegevuslitsents] issued before the entry into force of this Code or the issue of a new activity licence [tegevusluba, tegevuslitsents] conditional on the undertaking being entered in the commercial register by a date designated by the Government of the Republic before 1 September 1997.

§ 522. Reorganisation of work of enterprise register

(1): The Government of the Republic shall reorganise the work of the enterprise register resulting from implementation of the commercial register.
(2): (Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

§ 523. Reporting and auditors

(1): The provisions of subsection 2 (4) of the Accounting Act shall not apply to a public limited company entered in the commercial register. A public limited company which is not entered in the commercial register shall have an auditor if prescribed pursuant to subsection 2 (4) of the Accounting Act or by the articles of association of the public limited company.
(2): An undertaking which is not entered in the commercial register shall submit the annual report specified in § 24 of the Accounting Act to the enterprise register.
(3): Until the entry into force of a corresponding Act, the bases and procedure for the activities of auditors and the requirements for auditors shall be specified pursuant to the procedure established by the Government of the Republic.
(4): An auditor shall be liable for damage caused to an undertaking or third persons by an inaccurate opinion specified in subsections 509 (7), (8) or 518 (2) of this Code. If several auditors cause damage by an opinion, they shall be solidarily liable.
5.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)

§ 524. (Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)

§ 525. Registry secretary

(1): The staff of a registration department may include a registry secretary.
(2): A registry secretary is a court official who shall review petitions for entries submitted to the registrar, draft judgments on entries and court rulings concerning such petitions, sign registry entries in lieu of a person competent to make judgments on entries, certify copies, issue certificates specified in subsection 28 (4) of this Code and perform other duties pursuant to the procedure established by the Minister of Justice.
(3): A person who has worked as technical staff in a registration department for at least three months and has thereafter passed the professional examination for registry secretaries before an examination committee formed by the Minister of Justice, may be appointed as registry secretary. The professional examination shall cover substantive and procedural law relating to the functions of registration departments.
(4): Registry secretaries shall be appointed to and released from office by the Minister of Justice on the proposal of the chairman of the court. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)

[§§ 526 - 540 omitted]

§ 541. Implementing regulations

(1): The Government of the Republic may issue regulations for implementation of this Code, in accordance with this Code.
(11): The Government of the Republic may establish a procedure which prescribes that state agencies shall access data in the commercial register through a computer network and shall not request the submission of the same data from persons.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
(2): The Minister of Justice may issue regulations for organisation of the activities of registration departments.
(3): To the extent prescribed by a regulation of the Minister of Justice, information provided for in this Act need not be submitted to the registrar of the commercial register if such information is available to the registrar from the Estonian Central Register of Securities through a computer network.
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)



Forum Newsletter Datenbank Buchauswahl User's Lounge Kontakt
Navigation Allgemein Finanzen Förderung Institutionen Int. Handel Statistik Umwelt Europäische Union Recht Gesellschaftsrecht Markenrecht Patentrecht Steuerrecht Urheberrecht Wettbewerbsrecht Staaten Albanien Armenien Aserbaidschan Belarus Bulgarien China Estland Frankreich Georgien Großbritannien Kasachstan Kirgisistan Kroatien Lettland Moldau Moldawien Polen Rumänien Russland Serbien Slowakei Slowenien Tadschikistan Tschechien Türkei Ukraine Ungarn Usbekistan Veranstaltungen	Implementation of Act § 505. Entry into force of this Code (1) This Code enters into force on 1 September 1995. (2) Sections 524 and 530 of this Code enter into force on the day following the date of publication of this Code in the Riigi Teataja. (The application of §§ 309 and 310 of the Law of Property Act amended pursuant to subsection 530 (2) and (3) is suspended until the entry into force of the Commercial Pledges Act 14.06. 95 entered into force 12.07.95 RT I 1995, 57, 976) § 506. Application of this Code to companies (1) As of 1 September 1995, companies shall only be founded pursuant to the procedure provided for in this Code, and the provisions of this Code shall apply to them. (2) The provisions of § 1, subsections 2 (1), (4) and (5), §§ 46, 79, 82, 85, 98, 100, 101, subsections 102 (1), (3) and 103 (1), (3), §§ 104, 111, 113, 115, 117, 121, 123, 126, 128, 130, subsection 131 (1), § 132, subsection 134 (1), §§ 135, 140, 143, clauses 144 (1) 1), 2), 4), 5), 7), 8) and subsection 144 (3), §§ 145, 146, subsections 148 (3), (6), §§ 149, 170, subsections 171 (1) and (3) and clause 171 (2) 3), §§ 172, 175, 177, 178, subsections 179 (1), (3), 180 (1), (2), (6) and (7) and the first and second sentences of subsection 180 (3), §§ 181, 188, subsection 189 (2), §§ 190, 191, subsections 192 (1) and (2), §§ 193, 195, 197, 199, 201, 203, 205, 207, 209, 216, subsection 219 (1), §§ 220, 221, 223, 226, subsections 227 (1) and (2), §§ 228, 240, subsections 241 (1), (2), (3) and (4), §§ 246, 248, subsection 249 (4), clauses 250 (1) 1), 2), 5), 6), 7), and 8) and subsection 250 (3), §§ 251, 252, 272, 291, clause 292 (1) 2), subsections 292 (2) and (3), §§ 293, 299, subsection 300 (1), §§ 302, 307, subsections 308 (1)(3), §§ 309, 315, 328, 332, 334, 340, subsections 341 (1),(3), §§ 342, 344, 358, 360, 366, 368, 370, 372, 379 and 383 of this Code shall correspondingly apply to companies founded before 1 September 1995 until their entry in the commercial register. Until entry in the commercial register, the management board of a public limited company has both the rights of a management board and supervisory board unless the articles of association of the public limited company prescribe otherwise. If the articles of association or partnership agreement of a company is in conflict with the law, the provisions of law shall apply. The liability of members of the supervisory board prescribed in § 327 of this Code shall extend to members of the management board of a public limited company which is not entered in the commercial register if the public limited company does not have a supervisory board. (05.06.97 entered into force 10.07.97 - RT I 1996, 48, 40; 21.10.97 entered into force 12.11.97 - RT I 1997, 774, 1313) The personal liability provided for in §§ 187, 315 and subsection 506 (2) of this Code shall apply to the director of an enterprise entered in the enterprise register unless he or she proves that he or she was not the director of the enterprise at the time of conclusion of a transaction or of failure to perform an act. (05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774) (3) Until entry of a company in the commercial register, private limited companies and public limited companies of which all the shares are held by the state shall be managed taking into account the exceptions established by the Government of the Republic. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) (4) Until entry in the commercial register, the general meeting of a public limited company shall, in addition to the provisions of subsection 298 (1), also be competent to decide on other matters placed within the competence of the general meeting by the articles of association of the public limited company. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) (5) Before the entry into force of the requirements specified in the fourth sentence of subsection 180 (2) and in subsection 308 (4), the membership of the management boards of private limited companies and public limited companies entered in the commercial register shall be brought into accordance with the specified requirements by 1 September 1997. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) (6) Until 1 September 1999, the management board of a private limited company or public limited company may acquire and transfer immovables, structures as movables and holdings in other companies (shares) in the name of the private limited company or public limited company only by a resolution of the supervisory board or, if no supervisory board exists, of the meeting of shareholders or general meeting of shareholders, unless the articles of association of the private limited company or public limited company prescribe otherwise. This restriction shall apply with regard to third persons. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) § 507. Enterprises not provided for in this Code (1) Enterprises founded pursuant to legislation valid before the entry into force of this Code and not provided for as undertakings in this Code shall, by 1 September 1997, be transformed pursuant to § 509 of this Code or be dissolved. The foundation of, transformation into, merger with or division into such enterprises shall not be permitted after 1 September 1995. (2) Provisions of legislation concerning enterprises which were founded pursuant to legislation valid before the entry into force of this Code and which are not provided for as undertakings in this Code shall apply to such enterprises. (3) If an enterprise founded pursuant to legislation valid before the entry into force of this Code is not transformed or dissolved by 1 September 1997, it shall undergo compulsorily dissolution pursuant to the procedure provided for in § 513 of this Code. § 508. Foundation of enterprise before entry into force of this Code An enterprise founded before 1 September 1995 may be entered in the register of enterprises, agencies and organisations of the Republic of Estonia (hereinafter enterprise register) if the enterprise is granted permission for foundation before 1 September 1995, and the petition for entry in the register is submitted by not later than 10 September 1995. § 509. Merger, division and transformation (1) The merger, division or transformation of companies entered in the commercial register shall be effected pursuant to the procedure provided for in this Code. A company entered in the commercial register shall not merge with a company which is not entered in the commercial register. (2) An enterprise which is not entered in the commercial register may be transformed into an undertaking provided for in this Code or in another manner provided for in this section. The provisions of §§ 478, 482, 485, 487, 489, 495, 498, 500 and 504 of this Code shall apply to the transformation of enterprises which are not entered in the commercial register. The term specified in the first sentence of subsection 485 (1) shall not apply to the transformation of an enterprise which is not entered in the commercial register. (3) Transformation, merger or division of state enterprises [riigiettevõte, riiklik ettevõte], state small enterprises, other enterprises held by the state, collective enterprises, leased enterprises and state funds shall be effected on the basis of an order of the Government of the Republic and pursuant to the procedure established by the Government of the Republic. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (4) A municipal enterprise may be transformed into a private limited company, public limited company or local government agency. Transformation of a municipal enterprise shall be decided by the rural municipality or city council and shall be organised by the rural municipality or city government. (5) A state enterprise [riigiettevõte, riiklik ettevõte] may be transformed into a private limited company, public limited company, legal person in public law or state agency. (6) A leased enterprise, collective enterprise or state small enterprise may be transformed into a private limited company or public limited company. (7) Upon a transformation, the documents provided for in clauses 485 (1) 1), 4) and 6), 8) and, in the case of the transformation of a public limited company, the opinion of an auditor on whether the public limited company has net assets which correspond to the share capital, shall be submitted to the registrar of the commercial register. Upon the transformation of a private limited company, the opinion of an auditor shall be appended if the company meets the conditions for which an audit is prescribed. (8) Enterprises which are not entered in the commercial register may merge such that they found a new company, which shall be entered in the commercial register, or such that one enterprise is merged with another. The provisions of §§ 391, 393, 397, 398, 400, 401, 403, 405, 410, 412, 417, 421, 433 shall correspondingly apply to a merger of enterprises. The provisions of the first sentence of subsection 400 (1) shall not apply to a merger of enterprises which are not entered in the commercial register. The opinion of an auditor on whether a public limited company has net assets which correspond to the share capital shall also be submitted to the registrar concerning a public limited company being entered in the commercial register. Upon entry of a private limited company in the commercial register, the opinion of an auditor shall be appended if the company meets the conditions for which an audit is prescribed. (9) Transformation or merger into a company provided for in this Code shall be deemed to be effected as of entry of the company in the commercial register. Upon transformation of a state enterprise [riigiettevõte, riiklik ettevõte], state small enterprise, state foundation or municipal enterprise into a company, assets transferred to such enterprise pursuant to law by the state, assets acquired on the basis of such assets or in some other manner and which are in the lawful possession of such enterprise at the time of entry in the commercial register shall be deemed to be to have transferred from state ownership into the ownership of the company as of the moment of entry of the company in the commercial register. The same shall apply with regard to entry of a state foundation or municipal enterprise in the non-profit associations and foundations register. (17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48; 17.02.98 entered into force 22.03.98 - RT I 1998, 23, 322) (Subsection 509 (9.1) of the Commercial Code shall apply retroactively to 1 September 1995 - 17.02.98 entered into force 22.03.98 - RT I 1998, 23, 322) (91) The provisions of the second sentence of subsection (9) of this section shall apply upon a merger of the enterprises specified in subsection (9) to the company to which the assets in the possession of the merging companies are transferred. (17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48) (Subsection 509 (9.1) of the Commercial Code shall apply retroactively to 1 September 1995 - 17.02.98 entered into force 22.03.98 - RT I 1998, 23, 322) (92) Upon a division of a state enterprise [riigiettevõte] pursuant to subsection (3) of this section, the Government of the Republic shall establish the procedure for transfer of the assets in the possession of the state enterprise to the ownership of the company. (17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48) (10) Upon transformation or merger of an enterprise which is not entered in the commercial register into an undertaking provided for in this Code, the assets transferred to the new undertaking shall be exempt from income tax and value added tax. (11) A general partnership or limited partnership which is not entered in the commercial register shall not be transformed into a private limited company or public limited company. (12) A state fund may be transformed into a private limited company, public limited company, foundation or legal person in public law. The petition of a state foundation which is being transformed into a private limited company or public limited company shall be submitted to the registrar of the commercial register by not later than 1 September 1997; the petition of a state foundation which is being transferred into a foundation shall be submitted to the registrar of the non-profit associations and foundations register by not later than 1 October 1998. (17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48) § 510. Transformation into sole proprietorship (1) A private limited company or public limited company which is not entered in the commercial register, all the shares of which are held by one shareholder who is a natural person, may, by a resolution of the meeting of shareholders or of the general meeting of shareholders, be transformed into a sole proprietorship. This transformation shall be permitted and shall be deemed to be effected if the sole proprietor is entered in the commercial register. (2) Upon transformation, the assets of the private limited company or public limited company together with the obligations shall transfer to the sole proprietor who was a shareholder. (3) The business name of the sole proprietorship, the seat of the enterprise and other measures necessary for transformation shall be set out in the transformation resolution. (4) The sole proprietor shall submit a petition for entry of the transformation and of the sole proprietor in the commercial register. The following shall be appended to the petition: 1) the transformation resolution; 2) the balance sheet taken as the basis for the transformation. (5) A registrar may enter a transformation in the commercial register only if the balance sheet taken as the basis for the transformation is prepared not earlier than eight months before submission of the petition to the commercial register. The provisions for preparation of an annual report shall apply to preparation of a balance sheet. (6) Upon entry of the transformation and of the sole proprietor in the commercial register, the assets of the private limited company or public limited company shall transfer to the sole proprietor. The private limited company or public limited company shall dissolve as of entry of the transformation. (7) The sole proprietor may use the business name of the private limited company or public limited company, taking into account the requirements of § 8 of this Code. § 511. Petition for entry in commercial register (1) An undertaking founded and registered in the enterprise register before 1 September 1995 shall be entered in the commercial register on the petition of the undertaking. (2) A petition for entry in the commercial register shall set out the information concerning the undertaking as provided by law and the documents provided by law, and the certificate of registration of the undertaking in the enterprise register shall be appended to the petition. All members of the management board of or the partners entitled to represent the company shall sign the petition. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) (3) For entry in the commercial register, the articles of association of the company shall be brought into accordance with the provisions of this Code. (4) A person competent to make judgments on entries shall review a petition for entry in the commercial register of an enterprise entered in the enterprise register in the same legal form or by way of transformation or by way of merger within six months days after such petition is submitted. Petitions shall be reviewed in the order they are received. The head of a registration department may with good reason permit the review of a petition as a priority. The primary good reason shall be participation in a transaction for which the corresponding natural or legal person must, pursuant to the Land Reform Act (RT 1991, 34, 426; RT I 2001, 52, 304), be entered in the commercial register. (17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48) (5) If the workloads of the registration departments of different county and city courts are temporarily unequal, the Minister of Justice may, in the interests of the state, assign an assistant judge or registry secretary from a registration department with a lesser workload to perform his or her duties in a registration department with a greater workload for up to one month. Accommodation and travel expenses shall be paid to an assistant judge or registry secretary who is so assigned, and he or she shall be paid additional remuneration in an amount determined by the Minister of Justice, but not less than 25 per cent and not more than 50 per cent of his or her salary. (17.12.97 entered into force 09.01.98 - RT I 1998, 2, 48) § 5111. Change of residence or seat or address information by registrar If the residence or seat or address information of persons provided for in subsections 62 (3)-(5) of this Code are changed, the registrar shall make amending entries for each undertaking separately together with amendments of other information on the undertaking in the registry. Information confirmed by the body which made the changes or information published pursuant to the procedure prescribed by law shall be the basis for an amending entry. (17.02.99 entered into force 19.03.99 - RT I 1999, 23, 355) § 512. Branch of foreign company (1) A branch or representation of a foreign company entered in the enterprise register before 1 September 1995 shall be entered in the commercial register as a branch on the petition of the undertaking. (2) The petition shall be signed by the director of the branch or representation. The documents provided by law concerning a branch shall be appended to the petition. (3) 1995. The branch of a foreign company shall lose the rights of a legal person as of 1 September 1995. § 513. Deletion from register (1) Upon entry in the commercial register of an undertaking recorded in the enterprise register, a notation to this effect shall be made in the entry in the enterprise register on the basis of a notice from the registrar of the commercial register. (05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774) (2) Enterprises in the enterprise register which by 1 September 1997 are not entered as undertakings in the commercial register or for which, by 1 September 1997, no petition for entry in the commercial register has been submitted to the registrar of the commercial register or whose petition for entry in the commercial register has been denied, shall be deemed to have undergone compulsory dissolution. (05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774) The right of representation of the management board of an enterprise which has undergone compulsory liquidation or of the body substituting therefor shall be retained until a court appoints liquidators or declares a bankruptcy or deletes the enterprise from the register. The composition of the management board or of the body substituting therefor may be changed until such time only with good reason and the permission of the court. The primary good reasons shall be: 1) a lengthy or serious illness due to which performance of the duties of the management board or of the body substituting therefor becomes impossible; 2) the death of a member of the management board or of the body substituting therefore or the declaration of a member of the management board or of the body substituting therefor as missing or dead or to be without active legal capacity; 3) the entry into force of a court judgment by which punishment with imprisonment is imposed; 4) the entry into force of a court judgment by which a member of the management board or of the body substituting therefor is deprived of the right to operate in a particular area of activity; 5) a member of the management board or of the body substituting therefor takes up residence in a foreign country permanently. Changes in the composition of a management board or of a body substituting therefor shall enter into force as of registration in the enterprise register. (21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313) (3) The registrar of the enterprise register shall publish a notice of the compulsory dissolution of an undertaking in the official publication Ametlikud Teadaanded. If the registrar of the commercial register makes a judgment concerning a petition for entry of an undertaking in the commercial register by which the registrar denies the petition after 1 September 1997, the registrar shall publish a notice in the official publication Ametlikud Teadaanded. A notice of dissolution shall indicate that creditors, shareholders and members are to submit their claims within four months after publication of the last notice to the court according to the seat of the enterprise for the appointment of liquidators or a declaration of bankruptcy. (05.06.97 entered into force 10.07.97 - RT I 1999, 48, 774; 20.01.99 entered into force 01.03.99 - RT I 1997, 10, 155) Creditors, shareholders and members may submit a petition to the court according to the seat of the enterprise for appointment of liquidators or a declaration of bankruptcy within four months after publication of the notice specified in subsection (3) of this section. The court may give preference to appointment of the director of the enterprise entered in the enterprise register as the liquidator, who is obligated to accept the duties of liquidator unless refusal to accept such duties is due to a good reason specified in subsection (2) of this section. The following shall be set out in a petition for liquidation: 1) information on the enterprise which has undergone compulsory dissolution for which liquidation is applied for, including reference to the issue of the Riigi Teataja Lisa ³ in which the notice of compulsory dissolution was published; 2) the name, residence or seat and postal address of the petitioner; 3) a request for a person to be appointed as liquidator, and the name, residence and postal address of such person; 4) information on the amount, basis and term for payment of the claim on which the petition is based if the petition is submitted by a creditor; in such case proof of existence of the claim shall be appended to the petition. The consent of a person shall be appended to the petition if the persons appointment as liquidator is requested unless the petition is for appointment of the director of an enterprise entered in the enterprise register as liquidator. A receipt for payment of the state fee shall also be appended to the petition. If the court has already appointed a liquidator for an enterprise which has undergone compulsory dissolution, any subsequent petitions for liquidation shall be deemed to be notices of claims and the court shall forward them to the liquidator. Any person who submits a knowingly false petition for liquidation shall compensate for any damage caused thereby to the enterprise, its creditors, shareholders or members. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) A petition for liquidation shall set out information on the enterprise which has undergone compulsory dissolution with regard to which liquidation is applied for, and information on the petitioner, information on the amount, basis and term for payment of the claim on which the petition is based and a request for a person to be appointed as liquidator; proof of existence of the claim on which the petition is based shall be appended to the petition. If a court has already appointed a liquidator for an enterprise which has undergone compulsory dissolution, any subsequent petitions for liquidation shall be deemed to be notices of claims and the court shall forward them to the liquidator. Any person who submits a knowingly false petition for liquidation shall compensate for any damage caused thereby to the enterprise, its creditors, shareholders or members. (21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313) An enterprise which has undergone compulsory dissolution shall not: 1) distribute profits to shareholders, members or the undertaking (dividends); 2) transfer or rent immovables, movables registered in a state register (buildings, vehicles, etc.) or holdings in other companies (shares) belonging to the enterprise, or encumber immovables, movables registered in a state register (buildings, vehicles, etc.) or holdings in other companies (shares) belonging to the enterprise with a restricted real right; 3) amend the articles of association; 4) change the amount of share capital or the amount of the contribution of partners; 5) found legal persons. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) The restrictions provided for in clause 2) of this subsection shallq apply until a court appoints liquidators or declare a bankruptcy. The restrictions provided for in clause 2) of this subsection shall apply with regard to third persons. (21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313) (4) (Repealed) (5) If creditors, shareholders or members do not give notice of their claims during the term specified in subsection (3) of this section or if a liquidation is completed, the enterprise shall be deemed to be dissolved and shall be deleted from the register. (05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774) In order to conclude liquidation, the liquidators shall submit the final balance sheet and a petition for deletion of the enterprise from the register and for entry of the depositary of the documents of the liquidated enterprise in the register to the registrar of the enterprise register. If an enterprise is dissolved due to failure to fulfil a claim, the director of the enterprise entered in the enterprise register at the time of dissolution shall be deemed to be the depositary of the documents of the liquidated enterprise and shall be entered in the enterprise register by the registrar of the enterprise register. (21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313) (6) Upon entry in the commercial register of a company or branch founded before 1 September 1995, a notation concerning the earlier registration of the company or branch in the enterprise register shall be made in the commercial register, indicating the former registration number. (05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774) (7) A branch or representation of a foreign company which is not entered in the commercial register by 1 September 1997 or for which, by 1 September 1997, no petition for entry in the commercial register has been submitted to the registrar of the commercial register or whose petition for entry in the commercial register has been denied, shall be deleted from the enterprise register by the registrar of the enterprise register unless it is a branch or representation of a foreign credit institution. (05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774) (8) The Minister of Justice may, by a regulation, establish a specific procedure for carrying out compulsory dissolution specified in this section. The Minister of Justice shall, by a regulation, establish the procedure for remuneration of liquidators of enterprises which undergo compulsory dissolution and the maximum amounts of remuneration. (05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774; 21.10.97 entered into force 12.11.97 - RT I 1997, 77, 1313) § 514. Registration of payers of value added tax The Tax Board shall promptly notify the registrar of the commercial register of information concerning the registration or deletion of a sole proprietor as a taxpayer pursuant to §§ 7 and 11 of the Value Added Tax Act. § 515. Rights attaching to different classes of shares (1) Rights attaching to shares issued before 1 September 1995 which do not comply with the provisions of this Code shall continue to be valid. Such rights shall be set out in the articles of association of the public limited company. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) (2) The rights of founders and shareholders which are not attaching to shares shall be void as of 1 September 1995. § 516. Nominal value of share (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) The shares of a private limited company founded before 1 September 1995 with nominal values less than the nominal value provided for in § 148 of this Code shall continue to be valid. § 517. Business name (1) Upon entry of an undertaking in the commercial register, the registrar shall make inquiries to the enterprise register concerning the registration of the same or a similar name in the corresponding registers. (2) A business name being applied for shall not be entered in the commercial register if it or a misleadingly similar business name is registered in the enterprise register by another undertaking before the applicant. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) (3) A person who has a preferential right to a business name pursuant to subsection (2) of this section may waive this right for the benefit of another person by submission of a corresponding notarised petition to the commercial register. All members of the management board or of its substituting body registered in the enterprise register shall be jointly entitled to submit the corresponding petition in the name of the enterprise registered in the enterprise register. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) § 518. Audit of share capital (1) Upon entry in the commercial register of a private limited company or public limited company in the same legal form entered in the enterprise register, the balance sheet of the private limited company or public limited company, which must be prepared as at a date not earlier than six months before submission of the petition for entry in the commercial register, shall be submitted. The balance sheet shall reflect the share capital entered in the register. (2) The opinion of an auditor concerning whether a public limited company has net assets which correspond to the share capital shall be appended to the balance sheet of a public limited company specified in subsection (1) of this section. The opinion of an auditor shall be appended to the balance sheet of a private limited company if the private limited company meets the conditions for which an audit is prescribed. (3) A resolution on alteration of share capital may, for the purpose of entry of the company in the commercial register, be made regardless of the restrictions on alterations of capital prescribed in the articles of association. An alteration of capital need not be previously registered in the enterprise register. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) § 519. Amount of share capital (1) As of 1 September 1995, the share capital of a private limited company being founded and entered in the commercial register shall be at least 10000 kroons, and the share capital of a public limited company shall be at least 100000 kroons. (2) As of 1 September 1999, the share capital of a private limited company shall comply with the amount provided for in § 136 of this Code, and the share capital of a public limited company shall comply with the amount provided for in § 222 of this Code. (3) A private limited company the share capital of which is not at least 40, 000 kroons or a public limited company the share capital of which is not at least 400000 kroons shall be deemed to have undergone compulsory dissolution, if: 1) the private limited company or the public limited company has not submitted an application to the registrar of the commercial register to increase the share capital to the amount specified by 1 September 1999 at the latest, or 2) the private limited company or the public limited company has not submitted an application concerning the transformation of the company to the registrar of the commercial register by 1 September 1999 at the latest, or 3) the application of the private limited company or the public limited company specified in clause 1) or 2) of this subsection is denied after 1 September 1999. (16.06.99 entered into force 17.07.99 - RT I 1999, 57, 596) (4) Provisions of section 513 of this Code shall apply to companies deemed to have undergone compulsory dissolution pursuant to subsection (3) of this section, and the term commercial register shall be used instead of enterprise register upon the application of the provisions and the duties assigned to the registrar of the enterprise register by the given provisions shall be performed by the registrar of the commercial register. (16.06.99 entered into force 17.07.99 - RT I 1999, 57, 596) § 520. Foundation of company (1) During the foundation of a company, the founders shall use the proposed business name of the company together with the appendage asutamisel [in foundation]. (2) In order to make a non-monetary contribution, an agreement concerning the transfer of the item of the non-monetary contribution shall be concluded with the company being founded. The agreement shall be in writing unless notarisation is required by law for transfer of a certain item. (3) If a contribution to a company being founded is an immovable or a movable subject to registration, the company being founded shall be entered in the land register or in another register together with the business name and the appendage specified in subsection (1) of this section. (4) In order to make monetary contributions to a private limited company or public limited company, the founders shall open a bank account in an Estonian credit institution in the name of the company being founded using the business name and the appendage specified in subsection (1) of this section, which may be disposed of in the name of the company after entry of the company in the commercial register. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (5) If a company is not entered in the register, movables entered in a register, immovables entered in the land register in the name of the company and bank accounts opened in the name of the company may be disposed of only on the basis of a court judgment and pursuant to the procedure specified by the court judgment. A court shall make a judgment on the petition of the founders. The petition shall set out the reasons for failure to found the company, and who has made contributions to what extent. (6) If a contribution to a company being founded is an immovable, the right of pre-emption provided for in § 20 of the Law of Property Act Implementation Act (RT I 1993, 72/73, 1021; 1999, 44, 510; 2000, 51, 325; 2001, 31, 171, 42, 234) shall not apply to its transfer. § 521. Activity and operating licences (1) An activity licence [tegevuslitsents] which is issued, until an Act regulating the corresponding area of activity is passed, under conditions and pursuant to the procedure established by the Government of the Republic shall also be deemed to be an activity licence [tegevusluba] as provided for in this Code (§ 4). An activity licence [ tegevusluba, tegevuslitsents] shall be issued to a sole proprietor on the same bases and pursuant to the same procedure as to a company unless otherwise provided by law. (11.02.97 entered into force 16.03.97 - RT I 1997, 16, 258) (2) If a company being founded wishes to operate in an area of activity for which an activity licence is prescribed, a licence shall be obtained before entry in the commercial register. In such case, the activity licence shall enter into force as of entry of the company in the commercial register unless a later date is prescribed for the entry into force of the licence. (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) (3) An operating licence [tegutsemisluba] for an undertaking shall be issued by the local government pursuant to the procedure established by the Government of the Republic. (4) The Government of the Republic may make the validity of an activity licence [tegevusluba, tegevuslitsents] issued before the entry into force of this Code or the issue of a new activity licence [tegevusluba, tegevuslitsents] conditional on the undertaking being entered in the commercial register by a date designated by the Government of the Republic before 1 September 1997. § 522. Reorganisation of work of enterprise register (1) The Government of the Republic shall reorganise the work of the enterprise register resulting from implementation of the commercial register. (2) (Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773) § 523. Reporting and auditors (1) The provisions of subsection 2 (4) of the Accounting Act shall not apply to a public limited company entered in the commercial register. A public limited company which is not entered in the commercial register shall have an auditor if prescribed pursuant to subsection 2 (4) of the Accounting Act or by the articles of association of the public limited company. (2) An undertaking which is not entered in the commercial register shall submit the annual report specified in § 24 of the Accounting Act to the enterprise register. (3) Until the entry into force of a corresponding Act, the bases and procedure for the activities of auditors and the requirements for auditors shall be specified pursuant to the procedure established by the Government of the Republic. (4) An auditor shall be liable for damage caused to an undertaking or third persons by an inaccurate opinion specified in subsections 509 (7), (8) or 518 (2) of this Code. If several auditors cause damage by an opinion, they shall be solidarily liable. 5.06.97 entered into force 10.07.97 - RT I 1997, 48, 774) § 524. (Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) § 525. Registry secretary (1) The staff of a registration department may include a registry secretary. (2) A registry secretary is a court official who shall review petitions for entries submitted to the registrar, draft judgments on entries and court rulings concerning such petitions, sign registry entries in lieu of a person competent to make judgments on entries, certify copies, issue certificates specified in subsection 28 (4) of this Code and perform other duties pursuant to the procedure established by the Minister of Justice. (3) A person who has worked as technical staff in a registration department for at least three months and has thereafter passed the professional examination for registry secretaries before an examination committee formed by the Minister of Justice, may be appointed as registry secretary. The professional examination shall cover substantive and procedural law relating to the functions of registration departments. (4) Registry secretaries shall be appointed to and released from office by the Minister of Justice on the proposal of the chairman of the court. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) [§§ 526 - 540 omitted] § 541. Implementing regulations (1) The Government of the Republic may issue regulations for implementation of this Code, in accordance with this Code. (11) The Government of the Republic may establish a procedure which prescribes that state agencies shall access data in the commercial register through a computer network and shall not request the submission of the same data from persons. (06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336) (2) The Minister of Justice may issue regulations for organisation of the activities of registration departments. (3) To the extent prescribed by a regulation of the Minister of Justice, information provided for in this Act need not be submitted to the registrar of the commercial register if such information is available to the registrar from the Estonian Central Register of Securities through a computer network. (14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373) Next: About this document ... Up: . Previous: Division 5 Transformation of Public Limited Company

FiFo Ost • Nutzungsbedingungen • Impressum

Navigation

Implementation of Act