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.
As of September 1, 2023, the business register will, as a general rule, keep the list of shareholders. Today, as a rule, the board is responsible for this. If there is a change in the list of shareholders, the business register must be informed about it in the future. A corresponding application can be submitted to the business register by the board or the shareholder affected by the change.
In the future, the board of the limited liability company will remain the keeper of the list of shareholders only in the situation where the limited liability company waives the formal requirements for the transfer of a share in the articles of association. If the shares are registered in the Estonian securities register, then the keeper of the list of shareholders will continue to be the keeper of the Estonian securities register.
From now on, the transfer of the share is considered to have taken place from the time of the entry in the list of shareholders in the commercial register. Therefore, as a general rule, the data of the shareholders of a private company are the data of the entry in the business register. This means that, as a general rule, the information of the shareholders in the business register has a legal meaning and has public credibility. Thus, upon the entry into force of the changes, a list of the shareholders of the private limited company and the parts belonging to them will be created with verified data.
The data of the shareholders do not become entries in the business register if the limited liability company deviates from the formal requirements for the transfer of shares in its articles of association or if the shares are registered in the Estonian securities register. In these cases, the current procedure remains in effect. Today, shareholder data is publicly available from the business register, but it is only informative data that has no legal meaning.