29. March 10
The Registration Departments of the Harju, Tartu, Pärnu and Viru County Courts maintain the following registers:
- commercial register (on sole proprietors, general partnerships, limited partnerships, private limited companies, public limited companies, commercial associations, European companies and branches of foreign companies);
- non-profit associations and foundations register (non-profit associations also include apartment, housing and garage and other non-profit associations as well as political parties, trade unions and churches, congregations, congregation associations and monasteries);
- commercial pledge register;
- ship register (the ships entered in it, ships that are being built and non-propelled floating vessels can be encumbered with a mortgage to secure a loan and their title is regulated similarly to real property).
These registers have a strong conclusive force and aim at ensuring legal certainty. In this way a third person acting in good faith can rely on the registry data without hesitation – for instance, assuming, upon entry into a contract, that a person registered as a member of the management board has the right of signature on behalf of the company.
Some circumstances are effective only if they have been entered in the register – for example, the right of signature of a member of the management board may be limited in the articles of association or in an agreement made with the member of the management board, but only registered limitations have validity in respect of third parties.
Certain important circumstances enter into force as from the moment when a register entry is made – for example, an increase of the share capital of a company enters into force after it has been entered in the commercial register, not at the time when the increase decision was adopted or contributions were made. The same applies, for instance, to foundation of legal persons, amendment of articles of association and to merger, division and transformation of legal persons.
Legal amendments enter into force with respect to commercial pledges and registered ships upon entry in the register. A person who purchases a ship or grants a loan secured by a commercial pledge or a maritime mortgage can fully rely on the register.
The registers are maintained electronically. A register entry which has been electronically certified in the registration department of a court enters into force as from the moment when it has been saved in the central database or ship register database administered by the Centre of Registers and Infosystems.
A register entry has legal effect with respect to third parties as from the moment when data about making the entry (dates of submission of the application, making the entry order and making the entry, etc.) has been published under the Menetlusteave menu on the homepage of the Centre of Registers and Infosystems. The ship register entries are not published on the website.
Register entries are made on the basis of digitally signed or notarised applications. Notaries advise parties to a transaction and represent applicants in a registration department (incl. forward documents) without an additional notary fee.
Register entries are made on the basis of a court judgement. Registration matters are reviewed as civil matters on petition by way of written proceedings. Registers are maintained at the court in order to ensure the independence and legal competence of the registrar.
Registration departments of courts also attend to the following: