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Starting from 1 September companies are required to disclose information about their beneficial owners

  • Estonia
  • General

17-08-2018

Starting from 1 September 2018, all private legal persons registered in Estonia (incl. non-profit associations) are required to report data on their beneficial owners to the commercial register. 

BENEFICIAL OWNER

As defined by law, ‘beneficial owner’ means a natural person who holds a direct or indirect shareholding in a legal entity. Direct ownership means that a natural person holds more than a 25 per cent shareholding or ownership interest in a company. Indirect ownership is a manner of exercising control whereby a company or companies controlled by a natural person hold(s) more than a 25 per cent shareholding or ownership interest in a company.

REPORTING OF DATA

A company is required to submit the following data of their beneficial owner:

  1. name, personal identification code (upon absence of a personal identification code, the date and place of birth), and the country of residence;
  2. and nature of the beneficial interest held.

These data may be submitted via the commercial register information system, or via a notary, and the data are published in the information system of the commercial register.

The obligation to report data on beneficial owners is ongoing, i.e. if there are any changes in the data of the beneficial owners, or if such data are incorrect, the management board of the company has to file the new data within 30 days. Where the data of the beneficial owner have not changed during the financial year, the management board shall certify the accuracy of the data when submitting the company’s annual report. 

This means that companies must document and preserve data of their beneficial owners, as well as data concerning any actions that they have performed to identify the beneficial owners.

DEADLINES

Companies registered with the commercial register have to submit data of their beneficial owners at the latest by 31 October 2018.

Companies, which are established after 31 August 2018 must submit data on their beneficial owners along with the registration application filed with the commercial register.

LIABILITY

Law sets forth a fine for failure to submit data, or for submission of false data. Payment of the fine does not release the company from the reporting obligation.

EXCEPTIONS

The requirement does not apply to apartment associations, building associations, companies listed on a regulated market, or foundations the purpose of whose economic activities is the keeping or accumulating of property of the beneficiaries or the circle of beneficiaries specified in the articles of association, and who has no other economic activities.

Disclaimer

This information is for guidance purposes only and should not be regarded as a substitute for taking legal advice. Please refer to the full terms and conditions on our website.

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