Under the Commercial Code that entered into force in 2018, all Estonian companies with a management board abroad – i.e. where the board handled the day-to-day management from outside Estonia – were required to designate a contact person in Estonia. The rules on the contact person then underwent a facelift as part of company law reform, the majority of the amendments of which came into force on 1 February 2023.
On that day, the new Commercial Register Act came into force, requiring Estonian-registered companies to designate a contact person only if its address is abroad. If the company has an office, plant or other place of business in Estonia, the address of that unit can be the company’s official contact address. The location of the company’s management board per se no longer plays a determining role. That also applies to branches of foreign companies – they are no longer required to designate a contact person, but rather recommended to do so.
The role and function of the contact person did not change under the latest amendments. Procedural documents and declarations of intent must be deliverable to the contact person in Estonia. Delivery of documents and declarations of intent to the contact person is equated with delivery to the company. The contact person’s address is considered to be the legal person’s address as well in such a case. Only a notary, advocate, owner of a law firm, sworn auditor, audit firm, tax representative of a non-resident for the purposes of the Taxation Act or a provider of trust and company services specified in § 8 of the Money Laundering and Terrorist Financing Prevention Act may be designated a contact person.
Another relevant change is the fact that the registrar (Commercial Register) must be notified of the term for which the contact person is appointed. The term is agreed between the contact person and company. When the term expires, the contact person’s data are automatically removed from the Commercial Register. Removal can be avoided by extending the contact person’s term and notifying the registrar thereof.
If the term is not extended or a new contact person designated, the registrar of the Commercial Register will give an additional term of 1-3 months to comply with the obligation of appointing a contact person. If the contact person is not designated within that term, the Commercial Register will delete the company from the register and initiate compulsory dissolution.
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