Alongside a legal address requirement, since 15th January 2018, all Estonian companies whose management board members are located abroad must appoint a contact person in Estonia.
Who and what is a contact person?
§ 631. Contact person
in force from 15th January 2018
(1) An undertaking, including a foreign company that has a branch in Estonia, may designate a person to whom the procedural documents of the undertaking and the declarations of intent addressed to the undertaking may be delivered in Estonia (hereinafter contact person). Upon delivery of a procedural document or declaration of intent to the contact person, the respective procedural document or declaration of intent is deemed to have been delivered also to the undertaking.
(2) If the management board of a company or a body substituting therefor is located in a foreign state, the company must designate a contact person specified in subsection (1) of this section. In such case, 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 or a trust and company service provider specified in § 8 of the Money Laundering and Terrorist Financing Prevention Act may be designated a contact person. The address of the contact person shall be considered the address of the company in such case.
(3) If a member of the management board or a body substituting therefor, the partner, shareholder or procurator of a company has a residence in Estonia, one of the persons specified in the same section may be designated a contact person specified in subsection (2) of this section.
(4) Unless the residence of at least one-half of the managers of the branch of a foreign company is in Estonia, in another Member State of the European Economic Area or in the Swiss Confederation, the foreign company shall designate the person specified in subsection (1) of this section.
(5) The name or business name, personal identification code or registry code, residence or registered office, and address of the contact person, and the Estonian address for delivery of the procedural documents of the undertaking and the declarations of intent addressed to the undertaking shall be submitted to the commercial register. The digitally signed or notarised consent of the contact person for his or her entry in the commercial register as the contact person is also submitted to the registrar.
This amendment is based on the requirement that any company needs to be contactable in Estonia through at least one appointed representative and for that purpose the company, which is managed from abroad, must appoint a contact person who is based in Estonia.
A contact person in Estonia may be one of the following: notary, notary’s office, law office, sworn auditor, audit firm, tax representative or a trust and company service provider.
The contact person’s duty is to accept the procedural documents and declarations on behalf of the company.
Should at least one member of the management board, a shareholder or a partner reside in Estonia, they can be appointed as an official contact person and their digitally signed or notary-verified consent is necessary to do so.
Responsibilities of a contact person
A contact person is a passive representative of the company, which means their task is to receive the procedural documents and declarations which are sent to the company. A contact person cannot represent the company in any other way nor be liable for any company activities.
The legal address is a company’s registered address in Estonia. It may, but does not have to be the same as the authorized contact person’s address, and can be provided as a service by notary, notary’s office, law office, sworn auditor, audit firm, tax representative or trust and company service provider. Depending on the agreement with a legal address service provider, a legal address service may or may not include a mail forwarding service, which allows business correspondence to be received and then forwarded to the location of the management. While the contact person can accept correspondence from state institutions, the legal address service, if it includes mail forwarding, also allows the receiving of business correspondence.
HandelsHaus provides both services – Authorized Contact Person and Legal Address, and our Legal Address service includes mail forwarding.
To order a Contact Person and/or Legal Address service or to request more information, please contact us.