Author: Aet Sallaste

How to seek the return of a contribution transferred to the registrar’s account upon founding a private limited company?

A private limited company in Estonia can be founded with or without making a contribution. Only individuals have the option of starting a company without making the contribution. Legal persons setting up a private limited company must always make a contribution, either monetary or non-monetary.

When founding a company under expedited procedure via the Company Registration Portal, a legal person has two ostensibly equivalent options for making the 2,500 euro contribution: to open a starter account with a credit institution or deposit the amount with a court registrar.

Most company founders opt for the starter account. The starter account must be turned into an “ordinary” account after the company is entered into the Commercial Register. Lately, however, entrepreneurs have had difficulties opening bank accounts. Whether because of the difficulties in opening bank account or because they intend to merge the company being founded with another company shortly thereafter and there is no need for a bank account, founders have been opting for the court deposit to make their share capital contribution.

The return of the funds on a deposit account must be sought within one year

Subsection § 520 (41) of the Commercial Code states that if the contribution is made as a deposit to the account of the registrar, the company shall apply no later than within one year following its entry in the register for the return of the contribution to its account with a credit institution. If the term is exceeded, the contribution shall remain in the public revenues.

How to apply for the return of the contribution deposited with the registrar? It appears that few know the answer to this question. The next subsection of the Commercial Code should provide an answer. It stipulates that the Minister of Justice shall establish, by a regulation, the procedure for submission of the application for return and the corresponding technical requirements and shall in concordance with the Minister of Finance authorise an agency to which the applications for return are submitted as the agency that carries out the returns. According to Section 112 of the Minister of Justice regulation entitled “Procedure for submission of documents to a court”, the application for return shall be submitted to the State Shared Service Centre via the website of the Centre of Registers and Information Systems by a management board member of the company after the corresponding company is entered into the Commercial Register. To sum up—as a rule, the return of the contribution made to the registrar’s deposit account may be sought via the Company Registration Portal.

No institution knows how the return of the money is to be requested, when the established company has merged with another company and has been deleted from the register

It was difficult to ascertain in practice, how the return of the contribution to the deposit account should be sought in a situation where the established company has merged with another company within less than a year after its establishment, and the other company has become the legal successor and has been deleted from the register altogether. The Commercial Register’s Company Registration Portal cannot be used to submit the application for return in this case. The Tartu County Court’s registration department responded to our query as to how to get money back from the registrar’s (i.e. their own) account by saying that the registration department did not provide legal advice and recommended contacting a lawyer.

An application for the return of the money must be made to the county court

To apply for the return of the contribution in the above exceptional circumstances, the company must submit an application under proceedings on petition pursuant to the Code of Civil Court Procedure to the county court of its location (not to the Tartu County Court registration department in Rakvere), paying a state fee of 50 euros. The court will issue a ruling on the petition and the deposit will be returned within five business days of the entry into force of the court ruling.

To sum up, problems can sometimes arise when opening a bank account but seeking the return of the contribution deposited with the court may prove to be a similar challenge. When choosing between the two options for making the contribution, one should weigh which is the justified and expedient choice. Nearly the only motive for opting for the court deposit is if the company being founded will only exist for a short time and thus there is no need to open a bank account. In such a case, one should consider the 50-euro state fee when seeking the return of the deposit.

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