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Interest on Late Payment and the Principle of Good Faith
  • Estonia
  • 04 February 2008

According to Estonian law, a party is entitled to claim prearranged interest on payments that have been delayed (interest on late payment). However, certain activity can affect a claim of interest on late payment and may lead to the claim being abolished. Primarily, this happens when the principle of good faith is violated.

Court Practice Increases Liability of Management Board Members
  • Estonia
  • 02 July 2007

In recent years there has been much debate surrounding the liability of management board members, particularly where the board member has caused damage to the company through a null and void transaction. In a recent decision the Supreme Court increased the liability of management board members in such disputes.

Changes in Registering Company's Areas of Activity
  • Estonia
  • 29 May 2007

Until recently, a business could register several areas of activity in connection with its name in the Commercial Register. However, on January 1 2007 amendments to the Commercial Code came into force that replace the phrase "area(s) of activity" with the phrase "principal activity". This means that a company can notify the Commercial Register of only one area of activity.

Commercial Code Amendments Extend Options for Payment of Dividends
  • Estonia
  • 14 May 2007

The new Commercial Code, which came into force last year, gives companies broader powers to determine the procedure for the payment of dividends. However, these powers are limited by other considerations, such as ensuring that the process of determining how to pay dividends is in line with good practice and the principle of good faith.

Company Can Be Established in Two Hours
  • Estonia
  • 08 January 2007

An amendment to the Companies Act has come into force allowing the documents necessary to establish a limited liability company to be signed digitally and submitted electronically to the Commercial Registry. The registry has been set an internal goal of two hours from the filing of the documents to the registration of the company.

Parliament Implements Law Establishing Societas Europaea
  • Estonia
  • 21 February 2005

Societas Europaea can now be established in Estonia under a new law implementing the EU Societas Europaea Regulation and Directive. Companies operating in more than one member state no longer need to set up a complex network of subsidiaries governed by different national laws - this should allow cost saving through a unified management and reporting system.

Board Members Left Reeling by Proposed Amendments
  • Estonia
  • 26 April 2004

In recent years considerable changes have been made to the liability of management board and supervisory board members. The Ministry of Justice has now proposed additional amendments to existing laws which, if adopted, will introduce further changes in this area of the law.

Overview (January 2004)
  • Estonia
  • 19 January 2004

Including: Commercial Register; Types of Company; Liability; Branches of Foreign Companies.

Legislative Round-up
  • Estonia
  • 10 February 2003

Most provisions of the new Law of Obligations Act are optional. However, where conflict occurs between long-term agreements and the act's mandatory provisions, the latter will prevail. The act also applies to certain matters in civil law relationships. It is thus recommended that parties review their long-term agreements in light of the new legislation.

Changes in the Legal Status and Liability of Board Members
  • Estonia
  • 02 December 2002

The recent introduction of the new Law of Obligations Act and the Penal Code has brought about considerable changes in the legal status and liability of management board and supervisory board members in Estonia.

Commercial Code Amendments Allow Intra-group Borrowing
  • Estonia
  • 02 December 2002

Amendments to the Commercial Code provide for the possibility of borrowing within a corporate group. Consequently, a subsidiary may grant a loan to its parent company and a parent company may grant a loan to its shareholders, partners or members forming a group with the subsidiary, unless the company's economic situation or creditors’ interests are prejudiced.

Parliament Passes Commercial Associations Act
  • Estonia
  • 27 May 2002

The new Commercial Associations Act provides a framework for membership-based commercial associations, aspects of which are also regulated by the Commercial Code. Commercial associations that were entered in the Commercial Register prior to the new act should ensure that their articles of association and provisions concerning share capital amount comply with the act.

Accounting Act Amended to Include Consolidation of Statements
  • Estonia
  • 11 February 2002

The Estonian Parliament (the Riigikogu) has passed the Accounting Act Amendment Act. The new act brings the Accounting Act into line with the requirements of the European Union concerning the consolidation of a subsidiary’s financial statements with those of the parent undertaking.

Overview (September 2001)
  • Estonia
  • 24 September 2001

Including: Commercial Register; Types of Company; Liability; Branches of Foreign Companies.

Court Registers Enter the Electronic Age
  • Estonia
  • 23 July 2001

New Commercial Code provisions are contained in the Commercial Code, Bankruptcy Act and Related Acts Amendment Act. The provisions create the possibility of connecting notaries' offices and court registers to the same computer network.

New Laws Affect Businesses
  • Estonia
  • 30 April 2001

Parliament has passed new laws that affect companies. Among these is the Professions Act, which regulates the conditions and procedure for the certification of professional competence.

New Security Act Protects Investors
  • Estonia
  • 11 December 2000

The Central Register of Securities Act will protect certain rights and obligations, including shares of public limited companies and investment funds, and debt obligations issued by local governments. In addition, all provisions of the Commercial Code pertaining to share certificates and bearer shares are repealed by the new act.

Parliament Amends the Commercial Code
  • Estonia
  • 06 January 2000

New legislation aims to bring Estonian company law into line with international standards. It provides for the deletion of companies that are not actually operating from the Commercial Register and increases the protection of creditors' rights.

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