New regulatory obligation for Estonian registered companies
Starting from 01. September 2018 it is mandatory to all Estonian companies to disclose its Ultimate Beneficial Owners (Physical persons) in accordance with Estonian Money Laundering and Terrorist Financing Prevention Act of 2017.
The Ultimate Beneficial Owner definition by Estonian legislation is:
- – Ultimate Beneficial Owner (UBO) means a natural person who, taking advantage of their influence, makes a transaction, act, action, operation or step or otherwise exercises control over a transaction, act, action, operation or step or over another person and in whose interests or favor or on whose account a transaction or act, action, operation or step is made.
- – In the case of companies, a UBO is the natural person who ultimately owns or controls a legal person through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that person, including through bearer shareholdings, or through control via other means.
- – Direct ownership is a manner of exercising control whereby a natural person holds a shareholding of 25 per cent plus one share or an ownership interest of more than 25 per cent in a company. Indirect ownership is a manner of exercising control whereby a company which is under the control of a natural person holds or multiple companies which are under the control of the same natural person hold a shareholding of 25 per cent plus one share or an ownership interest of more than 25 per cent in a company.
In case the UBO can’t be determined based on above mentioned options, the following actions must be taken:
- – Where, after all possible means of identification have been exhausted, the UBO cannot be identified and there is no doubt that such person exists or where there are doubts as to whether the identified person is a UBO, the natural person who holds the position of a senior managing official is deemed as a UBO.
- – In the case of a trust, civil law partnership, community or legal arrangement, the beneficial owner is the natural person who ultimately controls the association via direct or indirect ownership or otherwise and is such associations’
- – settlor or person who has handed over property to the asset pool;
- – trustee or manager or possessor of the property;
- – person ensuring and controlling the preservation of property, where such person has been appointed, or
- – the beneficiary, or where the beneficiary or beneficiaries have yet to be determined, the class of persons in whose main interest such association is set up or operates.
In case, none of above mentioned a measures is not successful, member or members of the management board may be designated as a beneficial owner.
The following data on its beneficial owner is submitted to the commercial register:
- the person’s name
- personal identification code and the country of the personal identification code (upon absence of a personal identification code, the date and place of birth)
- the country of residence
- nature of the beneficial interest held in the company
Failure to submit data of beneficial owner or submission of false data
The penalty for failure by a shareholder or member of a private legal person to submit the data of the beneficial owner or for failure to report on a change of the data or for knowingly submitting false data, the penalty for the act committed by a legal person is a fine of up to 32 000 euros.
We can help you prepare the necessary Statement to the registry. The Statement must be signed in notary in your country of residence and apostilled. Notary confirmation must be in English. Apostille is not required for documents from Ukraine, Russia and Poland.
Please send the information to Ms. Loviisa Remmelkoor, e-mail: [email protected], Loviisa will prepare the necessary documentation for you. You will get it notarized and send to us. We will translate the notary confirmation to Estonian and ask Estonian notary to file document to the registry. The fee is 150.- EUR + VAT and all translation, notary and state fees included.
In case you have Estonian e-Residency you can provide the information to registry yourself at following website: https://ettevotjaportaal.rik.ee/index.py?chlang=eng
