On 13 April 2022, the Estonian parliament adopted a brand-new Commerical Register Act which came into force on 1 February 2023. In our previous blog posts, we explained how the new legislation affected share capital requirements and removed the role of contact person unless a foreign address is used. One of the aspects of the new law came into force on 1 September 2023. It makes shareholder lists part of the public company registration certificates. We suggest reviewing your shareholdings in the Estonian Business Register if your companies have had transactions with shares after registration. This article provides a comprehensive overview of the key changes and their implications.
Estonian Ministry of Justice comments
The responsibility of maintaining an accurate list of shareholders rested with the management board until 31 August 2023. In reality, this meant that for notary-certified share transactions company board had to present a valid list of shareholders to the notary. However, with the recent step, the shareholder list is now kept in the Estonian Business Register. This shift promises greater legal certainty for transactions with company shares.
Estonian Minister of Justice Kalle Laanet emphasized that under the previous legal framework, while shareholder information was publicly accessible, it was merely informative and lacked legal significance. Laanet highlighted, “Ownership information of company shares lacks legal meaning and does not possess public trust. Without the ability to rely on shareholder data in the business register, acquiring shares in good faith is not possible.”
Implications for e-Residents
The amendment grants significance to shareholder data displayed on the registration certificate, enabling reliance on its validity similar to other information such as company board members and registered share capital. This paves the way for the bona fide acquisition of shares, and ownership transfer occurs upon the corresponding entry in the Business Register.
Estonian limited companies with a fully paid-up share capital of at least 10 000 euros have had the right to delegate the task of maintaining the list of shareholders to the management board, thereby removing the legal significance of the list in the Business Register. Additionally, the option to maintain the list of shareholders in the NASDAQ depository remains available. We have those alternative scenarios well covered in our blog post “How to add a shareholder“.
Action Steps for Business Owners
In light of the new law, all shareholders should review their shareholder data in their Estonian companies. Should you find any discrepancies, you have until 31 August 2024, to submit objections and seek corrections.
Conclusion
This legal amendment brings about a minor shift in share transactions for private limited companies. Share purchases in private companies can now be done in confidence, bolstering legal transparency. We advise you to review your shareholding data within the set extension of 31 August 2024.
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