[ESTABLISHING A BUSINESS ENTITY IN ESTONIA] 175
the beginning of 2022, an amendment to the law entered into force, which also allows branches to be registered electronically in the e-Business Register. Additional documents to be filed with the application include a certificate concerning the existence of the company in its home country, a document certifying the authority of the director (e.g., a PoA or a board resolution) and a copy of the articles of association of the company. Companies and branches are usually registered within five business days from the submission of their documents to the Commercial Register. Please note that documents regarding a foreign company establishing a branch or a subsidiary must be officially certified and, in most cases, apostilled or legalized. The ID-cards of some foreign countries are accepted in Estonia to establish a company and a branch electronically through the e-Business Register. This must be checked upon registration as the list changes due to system updates. Electronic establishment allows the utilization of an expedited procedure, meaning that the Commercial Register will process the petition during the next business day after receiving the application. There are no notary fees, but the state duty is a bit higher: EUR 265 (otherwise EUR 200). Only monetary contributions may be made in the fast-track procedure. An Estonian credit institution may open a bank account via e-Business Register in the name of the company being founded only if the monetary contribution is made through a bank account opened in another Member State of the European Economic Area (EEA) and the cash stands on the account until the company has been entered in the Commercial Register.
3. Governance, Regulation and Ongoing Maintenance 3.1 Corporate governance AS shall have a two-tiered management system: the management board and the supervisory board. OÜ has no supervisory board by default but may decide to form one. The management board is the legal representative of the company and the head of the everyday business. The company may be represented individually by each member of its management board unless the articles of association or a specific shareholders’ resolution prescribe that the company may only be represented jointly by members of the management board. The supervisory board advises and supervises the management board and is responsible for the strategic management of the company. Members of management and supervisory boards must be natural persons with active legal capacity. They are required to fulfil their obligations with the diligence normally expected from a member of a directing body and to be loyal to the company. Members of a management or supervisory board who cause damage to the company by violation of their duties (e.g., by breaching their duty of care) are jointly and severally liable to the company. A member of a management or supervisory board will not suffer liability if he or she acts pursuant to a lawful resolution of the general meeting or any other competent body or if he or she proves that he or she performed his or her obligations with due diligence. A claim for payment of compensation to the company for damage may also be submitted by a creditor of the company if the assets of the company are not sufficient to satisfy the claims of the creditor.
ILN Corporate Group – Establishing a Business Entity Series
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