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§ 22. Maintenance of commercial register
- (1)
-
The registration departments of the county and city courts (hereinafter registrar) shall maintain the commercial register of the enterprises of sole proprietors located in and companies whose seat is in the territorial jurisdiction of the registrar.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
Entries in the commercial register shall be made by the registrar in whose territorial jurisdiction the seat of a company is located or the enterprise of a sole proprietor is located.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- The duties of a registration department may be assigned to the land registry of the county or city court by a regulation of the Minister of Justice.
- (4)
-
Documents submitted to a registrar shall be processed and judgments on entries shall be made pursuant to the procedure provided for in the Act concerning civil procedure unless otherwise provided by this Code.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (5)
-
Documents submitted to a registrar shall be reviewed and judgments on entries shall be made by way of written proceedings unless a public session is required pursuant to this Code.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (6)
-
The Databases Act (RT I 1997, 28, 423; 1998, 36/37, 552; 1999, 10, 155; 2000, 50, 317; 57, 373; 92, 597; 2001, 7, 17; 17, 77; 24, 133) does not apply to the commercial register and maintenance thereof unless otherwise provided by this Act.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
§ 23. Registration department staff
The composition of registration departments shall be provided for by the Courts Act (RT 1991, 38, 472; 1993, 1, 2; RT I 1993, 24, 429; 65, 922; 1994, 81, 1382; 867, 1487; 94, 1609; 1995, 29, 358; 87, 1540; 1996, 31, 631; 42, 811; 51, 967; 1998, 4, 62; 200, 25, 219; 51, 321; 2001, 21, 113; 43, 240; 48, 264).
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
§ 24. Competence of judges and assistant judges
- (1)
-
Assistant judges are competent to make judgments on entries and court rulings related to the maintenance of the register.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (2)
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An assistant judge shall relegate the making of a judgment on entry to a judge appointed by the chairman of the court in the following cases:
- 1)
- if the law of another state is to be applied;
- 2)
- if the assistant judge wishes to derogate from the position of the judge, which is known to him or her;
- 3)
- if legal complications become evident upon the review of a petition;
- 4)
-
in the case of a judgment specified in subsection 59 (5) or (6), subsection 60 (3) or (4) or subsection 61 (4).
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (3)
-
In the cases provided for in clauses (2) 1)-3) of this section, the judge may delegate the making of a judgment on entry back to the assistant judge and in such case the assistant judge is bound by the position of the judge. Judgments specified in clause (2) 4) are made by a judge at a public session pursuant to the provisions governing proceedings on petition.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (4)
- Judgments on entries which a judge makes with regard to entries within the competence of an assistant judge are valid.
- (5)
- Judgments on entries which an assistant judge makes without relegating the making thereof pursuant to subsection (2) of this section are valid.
- (6)
- In registration proceedings, an assistant judge shall sign such that he or she adds the word kohtunikuabi [assistant judge] to his or her signature.
- (7)
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A person who is competent to make a judgment on entry shall not participate in the processing of a petition submitted by an undertaking for an entry or in the making of a judgment on entry:
- 1)
-
if the sole proprietor is the person who is competent to make the judgment on entry or his or her relative or relative by marriage within the extent provided for in clause 18 (1) 2) of the Code of Civil Procedure
(RT I 1993, 31/32, 538; 1994, 1, 5; 1995, 29, 358; 1996, 3, 57; 42, 811); or
- 2)
- if the undertaking is a general partnership of which a person specified in clause 1) is a partner or procurator; or
- 3)
- if the undertaking is a limited partnership of which a person specified in clause 1) is a general partner or procurator; or
- 4)
- if the undertaking is a private limited company or public limited company of which a person specified in clause 1) is a member of the management board or supervisory board or a procurator; or
- 5)
- if the undertaking is a commercial association of which a person specified in clause 1) is a member of the management board or a procurator; or
- 6)
-
if other circumstances raise doubt concerning his or her impartiality.
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
§ 25. Territorial jurisdiction
- (1)
- The territorial jurisdiction of a registration department is the territorial jurisdiction of the county or city court.
- (2)
- The territorial jurisdiction of several county or city courts may be joined and placed in the territorial jurisdiction of one registration department, or the territorial jurisdiction of one county or city court may be divided into several registration department territorial jurisdictions, by a regulation of the Minister of Justice.
- (3)
- The territorial jurisdiction of a registration department may, by a regulation of the Minister of Justice, be divided into registration districts in which subdivisions of the commercial register shall be maintained.
§ 26. Registration department seal
A registration department shall have a seal. The seal (impression) together with specimen signatures of the persons who are competent to sign registry entries shall be sent to the other registration departments.
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
§ 27. Working language
- (1)
- The commercial register shall be maintained in Estonian.
- (2)
- Documents which are not in Estonian shall be submitted to the registrar with a notarised Estonian translation.
§ 28. Access to commercial register
- (1)
- Entries in the commercial register are public. Everyone has the right to examine the card register and the business files, and to obtain copies of registry cards and of documents in the business files.
- (2)
-
Copies of registry cards and of documents in the business files shall be certified by the registrar, who shall provide them with his or her signature, the date and a seal.
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
- (3)
- A registry file may be examined by a state agency with supervisory rights and by a person with a legitimate interest in the matter.
- (4)
- At the request of a person, the registrar shall issue a certificate that an entry has not been amended or that a particular entry is not in the register.
§ 29. Publication of entries
- (1)
-
Commercial register entries concerning the entry of a company in or deletion of a company from the register and entries concerning the dissolution, continuation of activities, transformation, merger or division of a company, alterations in share capital or changes to a business name shall be published in the official publication Ametlikud Teadaanded 2.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336
- (2)
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Entries shall be published in the newspaper at the expense of the undertaking with regard to which the entry is made.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- Entries shall be published in their entirety unless otherwise provided by law.
§ 30. (Repealed - 20.01.99 entered into force 01.03.99 - RT I 1999, 10, 155)
§ 31. Information to be entered in commercial register
Only information prescribed by law shall be entered in the commercial register.
§ 32. Documents to be submitted to registrar
An undertaking is required to submit the documents which are the basis for an entry, other documents provided by law and specimen signatures to the registrar. Specimen signatures shall be notarised. The registrar may also demand supplementary documents from the undertaking if these are necessary to determine the facts which are the basis for an entry.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 32 Notarial acts and supplementary notary services
- (1)
-
The following shall be attested by a notary:
- 1)
- memorandums of association or foundation resolutions of private limited companies and public limited companies together with the articles of association to be approved as annexes thereto;
- 2)
- merger agreements, division agreements and division plans of companies;
- 3)
- signatures on petitions submitted to a registrar if the applicant does not demand attestation of the petition;
- 4)
- authorisation documents issued for the signature of documents specified in clauses 1)-3) of this subsection;
- 5)
- Estonian translations of foreign languages documents submitted to a registrar;
- 6)
- specimen signatures submitted to a registrar.
- (2)
- At the request of an undertaking, a notary shall send a petition the content or signatures of which he or she has attested and documents necessary for the making of an entry appended to the petition to the registrar. A notary has the right to refuse to send a petition if the petition does not comply with the requirements of law or if the documents required by law are not appended to the petition.
- (2
-
A notary who has attested a petition or signatures on a petition is authorised to represent the petitioner at the registrar, and to submit a request to withdraw or amend the petition or to submit an objection on behalf of the petitioner.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (3)
- At the request of an undertaking, a notary shall issue a copy of a judgment on entry, a court ruling made pursuant to § 54 or notice of the making of an entry from the notarys office if the judgment or ruling is based on a petition the content or signatures of which the notary has attested.
- (4)
-
The notary fee charged for the attestation of documents specified in clauses (1) 1)-3) of this section shall include the fee for legal consultations, drafting of documents, the sending of documents to the registrar and the issue of such documents to the undertaking from the notarys office, unless no attestation is performed after the consultations and drafting of documents.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 33. Entry in commercial register
- (1)
-
An entry in the commercial register shall be made on the petition of the undertaking, on the basis of a court judgment or on another basis provided by law. A person entitled to submit a petition or other documents to the commercial register is required to do so.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
-
Signatures on a petition submitted to the registrar shall be notarised. A signature on a petition may also be attested by an official of a foreign state who has the right to attest the identity of persons, or if the authorisation of the official has been confirmed by the legalisation of the document in an Estonian consular post.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
A person entitled to sign a petition submitted to the registrar may authorise another person to sign. An authorisation document provided for signature of a petition shall be notarised.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (4)
-
The registrar shall make an entry not later than on the fifth working day after signing a judgment on entry. The registrar shall promptly notify the applicant of making or refusal to make the entry but not later than within ten working days after making the entry in the register or making the decision to deny the petition for an entry.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (4
-
If a judgment on entry is made on the basis of subsection 59 (5) or (6) or §§ 60 or 61, the corresponding entry shall not be made before the end of the term prescribed for contestation of the judgment on entry or, in the case of contestation of the judgment, not before the termination of the judicial proceedings.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (5)
-
The registrar shall not make an entry in the register if the petition or documents appended thereto do not comply with the law or are submitted prior to the term permitted or after the term prescribed by law.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (6)
- The registrar shall not have the right to decline to make an entry if all documents required by law are submitted, and they comply with the requirements of law.
- (7)
-
Upon a change in the information entered in the commercial register, the undertaking shall submit a petition for entry of such changes in the commercial register.
Upon amending information in the commercial register, a registrar of the commercial register is required to make the corresponding necessary amendments in the commercial pledges register within 15 days.
(05.06.97 entered into force 10.07.97 - RT I 1997, 48, 774)
- (8)
- If incorrect information is submitted to the commercial register, the persons who signed the petition shall be solidarily liable for any damage wrongfully caused.
- (9)
-
A person who is authorised to submit a petition may withdraw the petition until a judgment on entry is made. In order to withdraw a petition, a petition with a notarised signature shall be submitted to the registrar, which shall also set out the reason for withdrawal of the petition. Upon the withdrawal of a petition, the petition and the documents submitted with it shall not be returned.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 34. Legal effect of entry
- (1)
-
An entry in the commercial register shall enter into force upon signature by the person enforcing the judgment on entry and by the person who is competent to make the judgment on entry.
(26.06.96 entered into force 29.07.96 - RT I 1996, 51, 967)
- (2)
-
An entry shall be held as correct with regard to a third person, except if the third person knew or should have known that the entry is not correct. An entry shall be deemed not to apply with regard to legal acts which are performed within fifteen days after the entry is made if a third person proves that the third person was not aware nor should have been aware of the content of the entry.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- If facts which must be entered in the register are not entered in the register, such facts shall have legal effect with regard to a third person only if the third person knew or should have known about them.
- (4)
- The facts contained in an entry made on the basis of a court judgment shall acquire legal effect as of the entry into force of the court judgment.
§ 35. Notification obligation of administrative agencies
The courts, state and local government agencies, and notaries are required to notify the registrar of any incorrect information in the commercial register or of any information which has not been submitted to the register that they become aware of.
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