Beneficial owners of companies must be registered

As a measure of transparent business-doing and avoidance of the money laundering, all Estonian companies must submit data of their beneficial owners to the Commercial Register starting from September 1st, 2018.

A beneficial owner is 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 percent 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 percent shareholding or ownership interest in a company.

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 the 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. In case of any changes in the data of the beneficial owners afterwards, 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.

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 August 31st, 2018 must submit data on their beneficial owners along with the registration application filed with the commercial register.

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.

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