In early 2018, amendments to the Commercial Code came into force in Estonia, which obliged all non-resident entrepreneurs to appoint a local contact person in their company, to whom official documents and notices addressed to the company can be delivered. This requirement was to some extent reduced by the Commercial Register Law of February 1, 2023, which clarified that only enterprises registered in Estonia, whose registered address is outside Estonia, are obliged to appoint a contact person. You can read more about the changes in the regulation of the contact person in the corresponding article from our lawyers.
Thus, the need to introduce the institution of a contact person was primarily due to the fact that the registered address of an Estonian company may be in a foreign country. In addition, Estonia has become quite a popular jurisdiction for registration of companies by non-residents and the number of Estonian enterprises 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 to the governing bodies and managers of the non-resident enterprise for the state authorities, counterparties or potential creditors of the enterprise.
Thus, according to Section 24 of the Commercial Register Act of the Republic of Estonia:
- A legal person, including a foreign company that has a branch in Estonia, may designate a person to whom the procedural documents of the legal person and the declarations of intent addressed to the legal person may be delivered in Estonia.
- A contact person must be designated if the address of the legal person is abroad.
- 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.
- A contact person entered in the register has the right to accept procedural documents and declarations of intent on behalf of the legal person until the entry is deleted from the register and the deletion is published, unless the lack of the authority of acceptance was known to a third person. Upon delivery of a procedural document or declaration of intent to the contact person, it is deemed as delivered to the legal person. The address of the contact person is considered the address of the legal person 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.
Why is it worth to appoint a contact person?
We strongly recommend appointing a contact person for those non-resident entrepreneurs whose companies use legal address services and have only a virtual office in Estonia. Availability of a contact person is extremely important to provide a steady channel of communication between representatives of the company and state institutions of the Republic of Estonia, as well as other persons who are potentially interested in the delivery of correspondence to the address of the company’s registration. If the record of the contact person will be missing from the company’s registration card, the service provider of the legal address will not be able to receive official correspondence addressed to the company. Thus, there is a risk that the Commercial Register will make and publish a note of inability to communicate and deliver messages of the company at its registration address (such a possibility appeared in early 2023).
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.
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 contact person 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.
