Checking the list of shareholders in the commercial register

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Have you checked the correctness of the shareholder data in the commercial register? It is time to remind you that as of September 1, 2023, the shareholders’ list of a private limited company (“Osaühing” or “OÜ”) is generally kept by the commercial register. This means that the shareholders’ data have legal meaning and a share can be acquired in good faith by a commercial register entry. Therefore, the shareholders’ data on the registry card need to be verified.

Since the commercial register has entered the data on shareholders of OÜs to the registry card automatically, then the OÜ and the person related to the OÜ (shareholder, member of management board or supervisory board) can submit until August 31, 2024, a substantiated objection to the registrar, if the shareholders’ data is not correct. The registrar enters the objection in the registry card to accompany the data on the shareholder, and refers the case for further dealing to a judge.

The status of the entry makes it possible to acquire the shares of an OÜ in good faith. Where a person acquires a share or a right to a share in a transaction while relying on the data entered in the commercial register relating to the shareholder and the share held by the shareholder, the data entered in the commercial register are deemed to be correct in relation to them, unless an objection to the correctness of the data has been entered in the commercial register or the acquirer knew or ought to have known that the data entered in the commercial register were incorrect.

However, unlike the above, it should be noted that:

in the case of OÜs whose shares are registered in Estonian register of securities (Nasdaq CSD SE), the list of shareholders is kept by the Estonian register of securities, and
in the case of OÜs which have waived the notarial form requirement for the transfer and pledging of a share by articles of association and a corresponding note has also been entered on the registry card, the list of shareholders is kept by the management board of the OÜ.

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Alice Salumets

Attorney-At-Law

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+372 6068 650

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Checking the list of shareholders in the commercial register

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