Important changes in connection with the presentation of the financial year report.

VIRTUAL OFFICE IN ESTONIA
2 min readMay 1, 2023

On February 1, 2023, the Business Register Act will enter into force as a new law, and in addition, more than a hundred amendments to the Commercial Code will enter into force. we will also gradually try to bring important moments to you.

The Business Register Act, which will enter into force on February 1, allows deleting legal entities from the business register faster and easier than before if the financial year report has not been submitted. If a legal entity does not submit an annual report within the deadline, the legal entity may be deleted from the register if certain conditions are met. This can be done at the earliest three months after the deadline for submitting the annual report. One of the prerequisites for deletion from the register is that the legal entity must not have any assets that can be seen from the land title book, the ship title book, the business register or the register of Estonian securities. Secondly, the limited company may not participate as a party to any ongoing court proceedings, criminal proceedings or enforcement proceedings. As a third condition, certain persons and institutions must give consent to deletion from the register. These institutions will probably include the Tax and Customs Board.

Starting from February 1, the principle also applies that if the partners or shareholders do not accept the decision to approve the annual report, the board must submit an unapproved annual report to the business register with the corresponding mark. If the partners or shareholders approve the report, the report approved by the board must be submitted to the commercial register as a repeat report.

The Commercial Code also adds the principle that if a private limited company does not have members of the management board, then in the absence of a supervisory board, the shareholders of a limited company with a majority or sole shareholder have the obligation to submit an annual report. For example, if one shareholder owns three-fourths of the limited company and five shareholders own one-fourth, then only the majority shareholder, not the minor shareholders, has the obligation to submit the report.

In addition, the register department of the Tartu County Court will soon have the right to impose a fine on the shareholders of a private company for failure to submit the annual report on time, if they had an obligation to submit the report on behalf of the association, but they have failed to do so on time.

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