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Commercial and company registers

Registration department of Tartu County Court maintains:

  • Commercial register (concerning sole proprietors, general partnerships, limited partnerships, private limited companies, public limited companies, commercial associations and branches of foreign companies);
  • Non-profit associations and foundations register (non-profit associations also include  apartment associations, housing associations, garage associations, etc., as well as political parties, trade unions and churches, congregations, alliances of congregations and monasteries);
  • Commercial pledge register.
 

These are registers with strong legal force the purpose of which is to guarantee legal certainty. That way a bona fide third person can fearlessly rely on the register data, assuming, for example, upon entry into a contract that the person who has been entered in the register as a member of the management board has the right to sign on behalf of the company.

Some matters of law are valid only if they have been entered in the register; for example, the right to sign belonging to a member of the management board may be restricted in the articles of association or the contract concluded with a member of the management board, yet only the restrictions which have been entered in the register are valid with respect to third persons.

Certain important circumstances enter into force at the moment when a register entry has been made; for example, the increase and reduction of share capital of a company enters into force when it has been entered in the commercial register, not when the resolution to increase the share capital was adopted or the contributions were made. The same applies, for example, with regard to the foundation of a legal person, amendment of the articles of association, and merger, division and transformation of a legal person.

Legal changes with respect to commercial pledges enter into force upon entry thereof in the register. A person who grants a loan with the security of a commercial pledge can completely trust the register.

Register entries are made on the basis of digitally signed or notarised applications. Notaries advise the parties to the transaction and represent the applicants in a registration department (they also transmit the documents).

Register entries are made on the basis of court decisions. Registry matters are heard as civil matters on petition in written proceedings. The registers are maintained by the courts in order to guarantee a registrar’s independent status and legal competence. 

 

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Last updated: 12 July 2017