Important changes in business law are coming - Part 1


In April of this year, the Parliament of Estonia adopted a completely new law - the Business Register Act. The law mainly enters into force on February 1, 2023 and partially later (August 1 and September 1, 2023 and March 1, 2024).

Although the law with this name is new, the content of the Commercial Register Act is formed from the provisions dealing with registration in the Commercial Code. The existing Commercial Code has been split in two, the provisions concerning the commercial register have been removed from the Commercial Code and are now presented in a more systematized form in a separate law. The same has been done with the Act on Non-Profit Organizations and the Act on Foundations - the provisions of these laws regarding registration have also been transferred to the Business Register Act.

In addition to the drafting of a separate business register law, it is more important to know that during the same process, several important changes were made to the content of the Commercial Code. In particular, the following changes are worth noting:

  • the minimum capital requirement of a private limited company will not exist any more;

  • the keeping of the list of shareholders of a private limited company will be transferred from the management board to the registrar and the data of the shareholders will have the meaning of the data of the register card;

  • the net asset requirement of both, private and public limited company will be changed;

  • the responsibilities of the management board members will be specified by creating group rules;

  • the rules for the liquidation of legal entities will be specified, the rules for accounting and auditor control will be harmonized;

  • the deletion from the register of legal entities that do not fulfill their reporting obligations will be accelerated;

  • an opportunity is created to reserve a business name and request an entry in the business register on a specific date.

In the following blog posts, we will explore the content of the most important changes listed above in more detail.