In early 2018, amendments to the Commercial Code came into force in Estonia. According to them, all foreign companies are obliged to appoint a local contact person to whom official documents and notices addressed to the enterprise can be delivered.
The need for a contact person arose from the fact that Estonia has become rather popular for company registration by non-residents, and the number of Estonian companies set up by foreigners has exceeded several tens of thousands. As the actual connection of such companies with Estonia may be minimal, it is necessary to provide a steady channel of communication and transmission of notices, declarations of intent and other relevant correspondence between the governing bodies, managers of foreign companies, state authorities, counterparties and/ or potential creditors of the company.
Thus, according to Section 631 of the Commercial Code of the Republic of Estonia:
- An undertaking may designate a person to whom the procedural documents of the undertaking and the declarations of intent addressed to the undertaking (hereinafter contact person) may be delivered in Estonia. Upon delivery of a procedural document or declaration of intent to the contact person, the respective procedural document or declaration of will is deemed to have been delivered also to the undertaking.
- If the management board of a commercial partnership or a body substituting therefor is located in a foreign country, the company must appoint a contact person specified in subsection 1 of this section. In such case, only a notary, advocate, law office, sworn auditor, tax representative of a non-resident or a provider of trust and company services may be designated as a contact person. The address of the contact person shall be considered the address of the company in such case.
The purpose of introducing the concept of a contact person is to fully legitimise the situation when a company registered in Estonia is fully managed from abroad, and all the management bodies of a legal entity are located in a foreign country.
The powers of a contact person
A contact person is in one way or another a representative of the company and their details are included on the company’s registration card. However, the representative function of the contact person is solely passive – the contact person is only authorised to accept official documents addressed to the undertaking. A contact person does not hold any rights to take legally significant actions on behalf of the company.
However, it should be noted that under the current legislation, delivery of any notices or documentation to the contact person is equivalent in nature to the delivery of these materials to the management board or general managers of the company. Moreover, upon the appointment of a contact person, their contact details become part of the official contact details of the company, and the address of the contact person becomes the official address of the foreign company.
Can you start a company without a contact person?
When non-residents register a company, the presence of a contact person is a condition at the notary stage as well as when registering a company in the Estonian Commercial Register. If it is revealed that a company failed to appoint a contact person, the Commercial Register will grant a term for eliminating the deficiency, and the company will not be registered until the appointment of a contact person.
If the company is found to have an obligation to appoint a contact person, but this obligation has been ignored for any reason, or the previously appointed contact person has resigned, the Commercial Register is entitled to establish a term for the company for the elimination of the deficiency; in case of failure to comply with this requirement, the Commercial Register is entitled to fine the company or initiate proceedings for the forced liquidation of the legal entity.
Who can be a contact person?
The law stipulates that not everyone is entitled to become a contact person in foreign companies. The purpose of narrowing the pool of potential candidates for contact persons is to grant this right to representatives of only such professions that are by default subject to increased requirements for qualifications and due diligence and who look unambiguously trustworthy persons in the legislators’ and public eyes.
Thus, according to current legislation, notaries, lawyers, sworn auditors or providers of trust and company services may serve as contact persons.
Order a contact person service in Estonia
Our company is registered as a contact person in the Estonian Commercial Registry and holds a state licence no. FIU000144, issued by the Estonian Financial Intelligence Unit (FIU), thus we are legally authorised to offer contact person services to our clients.
The cost of the contact person service is €150 per year
You can find more information about the provision of representative services and virtual office services in Estonia on the thematic page of our website. If you would like to order contact person services, please contact our specialists by phone, e-mail or by filling out the relevant form on our website.