Legal Resurrection: Restoring a Legal Entity to the Commercial Register after Deletion in Estonia

Since 1st February 2023 is possible in Estonia to continue the activity of a legal person which has been deleted from the Commercial Register. Previously, it was only possible to revive a deleted company for additional liquidation. A deleted company can be reinstated in the Commercial Register and continue its business activities in a simplified manner, but only if the legal entity was deleted due to failure to submit an annual report or absence of a contact person. As the deletion of a legal entity from the Commercial Register now occurs faster, the process of reinstatement is also more flexible than before. The aim is to force legal entities to comply with the obligation to report and provide missing data, while allowing those who really want to continue to operate. Within three years from the deletion, it is possible to restore the legal entity in the Commercial Register by submitting the missing information. 

Necessary actions to restore a legal entity to the Commercial Register: 

1. Prepare an application for restoration in the Commercial Register portal.  

This requires adopting a resolution by the shareholders regarding the continuation of the company’s activities and rectifying all deficiencies. 

• In case of failure to submit an annual report, all missing annual reports must be submitted. An annual report must also be submitted even if there was no economic activity during the reporting period. If the shareholders do not approve the annual report, the management board can still submit it. In this case, a corresponding note will remain in the register, but it will be considered that the company has submitted the report.
• In case of absence of a contact person, a contact person must be added. Designating a contact person is mandatory if the legal entity’s registered address is in a foreign country. The contact person has the right to accept procedural documents and declarations of intent on behalf of the legal entity. The contact person must give consent to being a contact person, which must be digitally signed or notarized. Please note that the deadline for being a contact person must be submitted to the registrar, and upon expiration, the contact person’s details will be automatically removed. 

2 Sign the application.  

The application can be signed by a person with representation rights, i.e., a member of the management board or a proxy entered in the register before deletion. The application must be digitally signed or notarized. 

3. Pay the state fee of 200 euros.

4. Submit the application to the Business Register.  

The application must include the necessary documents for registration (resolution of the shareholders regarding restoration and missing documents to rectify deficiencies). 

What else to note? 

1. Upon deletion from the Commercial Register, the statute of limitations for claims against the legal entity ceases. 
2. The three-year reinstatement deadline also applies to legal entities deleted before February 1st, 2023. 

If you have additional questions, please contact our specialists.