Effective 15 January 2018, an amendment to the Commercial Code came into force requiring all Estonian companies whose management board is located abroad – i.e. the management board is engaged in the everyday management of the company from outside Estonia – to appoint a contact person in Estonia.
The branch of a foreign company must appoint a contact person if the residence of at least one-half of the managers of the branch is not in Estonia, another European Economic area member state or the Swiss Confederation.
It must be possible to deliver to the undertaking procedural documents of the undertaking and the declarations of intent addressed to the undertaking. The delivery of such documents and declarations to the contact person is considered tantamount to delivery of the documents to the undertaking.
According to the new rules only a notary, notary's office, advocate, law office, sworn auditor, audit firm, tax representative of a non-resident for the purposes of the Taxation Act and a trust and company service provider specified in § 8 of the Money Laundering and Terrorist Financing Prevention Act may be designated a contact person. As an exception, a member of the management board or a body substituting therefor, the partner, shareholder or procurator of a company may be appointed a contact person if their residence is in Estonia.
Failure to designate a contact person may result in the registrar deciding on the compulsory dissolution of the company or deletion of the branch of a foreign company – but only if the company or branch fails to designate a contact person even after receiving a ruling from the registrar.