Entrepreneurial consultations: company formation, an address and contact person services, accounting, VAT number, etc. specifically in Estonia, in EU.

Tag: Estonia

April 1, 2021

What are the legal aspects to import alcohol to Estonia?

One of our regular customers has consistently wanted to start delivering wine products into Estonia.

We will now respond to him with thorough instructions, explaining what kind of complex legal procedures will have to be followed.

So to speak, a step by step guide.

The first legal step is to set up a company.
You can do this conveniently by choosing our respective service:

Company formation

In fact, the first step, in addition to choosing the name, industry, phone and e-mail, and so on, includes choosing an address for your business.

If you do not want your home address to be visible to everyone in various databases and you do not immediately want to rent a luxurious office space, we will also help you with the address:

Package ONE

In the company formation processes, there is a need to select the appropriate activity field. If there is a desire to import alcohol, the activity should be:

Wholesale or retail trade or catering (in Estonian hulgi- või jaekaubanduse või toitlustamise tegevusala ).

This matter is regulated by the Alcohol Act, which provides, inter alia:

  • the import of an alcoholic beverage may be carried out by an undertaking engaged in wholesale or retail trade or catering, the data of the register of economic activities (hereinafter MTR) of which contain the definition of the alcohol handled and information on the import or export of alcohol
  • Whereas the importation of spirits may be carried out by an undertaking engaged in the activity of wholesale trade whose MTR data contain information on the importation or exportation of spirits
  • The imported alcohol must be entered in the national alcohol register at the request of the importer. The customs official checks the existence of the registration on the website of the alcohol register
  • The customs declaration must indicate the definition of the alcohol (type, name, manufacturer, volume of sales package, ethanol content, batch designation by the producer, both batch numbers and vintage must be used at the same time)

ehk selges Eesti keeles:

  1. alkohoolse joogi importi võib teostada hulgi- või jaekaubanduse või toitlustamise tegevusalal tegutsev ettevõtja, kelle majandustegevuse registri (edaspidi MTR) andmetes on märgitud käideldava alkoholi määratlus ja teave alkoholi impordi või ekspordi kohta
  2. piirituse importi võib teostada hulgikaubanduse tegevusalal tegutsev ettevõtja, kelle MTR andmetes on teave piirituse impordi või ekspordi kohta
  3. imporditav alkohol peab olema kantud riiklikku alkoholiregistrisse importija taotlusel, tolliametnik kontrollib registreeringu olemasolu alkoholiregistri veebilehel
  4. tollideklaratsioonil peab kajastuma alkoholi määratlus (liik, nimi, tootja, müügipakendi maht, etanoolisisaldus, tootjapoolne partii tähistus, kusjuures partii numbri ja aastakäigu samaaegsel kasutamisel peavad olema märgitud mõlemad tähistused)

Of course, there are exceptions:

The following alcohol does not have to be entered in the national alcohol register, as it is not covered by the Alcohol Act (which means that other requirements of the Alcohol Act do not apply):

  • A medicinal product containing ethanol within the meaning of the Medicines Act;
    synthetic spirits, ester aldehyde fraction, castor oil and denatured alcohol
  • Alcohol exempt from excise duty on the basis of clauses 27 (1) 1), 11) and 9) –18) of ATKEAS,
    an alcoholic beverage delivered to Estonia by a passenger for use for non-commercial purposes in moving luggage
  • An alcoholic beverage sent to a natural person from abroad for use for non-commercial purposes

We are now focusing on our client’s favorite, wine.

Wine needs accompanying documents. The requirements for the accompanying document for wine are laid down in Commission Regulation (EC) No 555/2008.

A certificate and an analysis report must be drawn up for imports into the Community of products with the following commodity codes:

  • grape wine 2204
  • grape must 2204 30 92, 2204 30 94, 2204 30 96, 2204 30 98

The certificate and the analysis report shall be drawn up as a single VI1 document for each consignment intended for import which: the part of the certificate shall be drawn up by the authority of the third country in which the products originate part of the analysis report shall be drawn up by an official laboratory recognized by the third country in which the products originate.

A list of competent authorities in third countries can be found on the European Commission’s website. Upon importation of wines, the undertaking shall present to the customs authorities at the time of release for free circulation:

  • VI1 original and copy the copy obtained, or an extract from the original VI2 and two copies. In the case of liqueur wines and wines fortified for distillation, box 14 of the VI1 document must bear the endorsement of the third country: “the alcohol added to this wine is wine alcohol”.
  • Form V I 1 may be used to certify that the imported wine bears a geographical indication. In that case, the following shall be entered in box 14: “It shall be proved that the wine referred to in this document has been produced in a wine-growing region and that the geographical indication referred to in box 6 has been granted in accordance with the law of the country of origin.”
  • The endorsement must be endorsed with the name and address of the authority, the signature of the official, and the stamp of the authority. (Article 50 (2) of Regulation 555/2008)

ehk selges Eesti keeles:

Allpool loetletud kaubakoodidega toodete importimiseks ühendusse tuleb koostada sertifikaat ja analüüsiaruanne:

  1. viinamarjavein 2204
  2. viinamarjavirre 2204 30 92, 2204 30 94, 2204 30 96, 2204 30 98
Sertifikaat ja analüüsiaruanne koostatakse ühtse dokumendina VI1 iga importimiseks ettenähtud saadetise kohta, mille:
  • sertifikaadi osa koostab selle kolmanda riigi ametiasutus, kust tooted on pärit;
  • analüüsiaruande osa koostab selle kolmanda riigi poolt tunnustatud ametlik labor, kust tooted on pärit.
Kolmandate riikide pädevate asutuste loetelu leiate Euroopa Komisjoni veebilehel.
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Veinide importimisel esitab ettevõte tollile saadetise vabasse ringlusse lubamisel kolmandas riigis välja antud:
  • VI1 originaaleksemplari ja läbi kopeeri saadud koopia
  • väljavõtte VI2 originaaleksemplarist ja kaks koopiat

Liköörveinide ja destilleerimiseks kangendatud veinide puhul peab VI1 dokumendi lahtrisse 14 olema kolmanda riigi asutuse poolt märgitud: „käesolevale veinile lisatud alkohol on veinialkohol”. Märge peab olema kinnitatud asutuse nime ja aadressiga, ametniku allkirja ja asutuse templiga. Ilma vastava märketa VI1 dokument ei kehti.

Vormiga V I 1 võib tõendada, et imporditud vein kannab geograafilist tähist. Sellisel juhul kantakse lahtrisse 14 järgmine märge: „On tõendatud, et käesolevas dokumendis nimetatud vein on toodetud … viinamarjakasvatuspiirkonnas ja lahtris 6 märgitud geograafiline tähis on antud sellele päritoluriigi õiguses sätestatud korras”.

Märge peab olema kinnitatud asutuse nime ja aadressiga, ametniku allkirja ja asutuse templiga. (Määruse 555/2008 art 50 lg 2)

Let’s take a closer look at the accompanying documents for wine imports.

1. The certificate and the analysis report shall form a single VI1 document which:

(a) the part of the certificate drawn up by the authority of the third country in which the products originate
(b) part of the analysis report shall be drawn up by an official laboratory recognized by the third country in which the products originate (Article 40)

A list of relevant authorities and laboratories can be found here.

2. Under Article 47, on importation of wines (release for free circulation), the undertaking must present to the customs authorities:

(a) the original of the VI1 and a copy obtained;
(b) the original of extract VI2 and two copies.

3. Simplified regime for Australian wine producers (Article 45)

The Australian authorities have authorized some of their wine producers to issue VI1 themselves. Box 1 must show the name and address of the wine producer and his registration number. Box 9 must show the name and address of the authority of the third country which approved the manufacturer. Box 10 shall show the alcoholic strength by volume, the total acidity, and the total sulfur dioxide content. The document shall be signed by the wine producer, striking out the words “name and title of the official”.

4. Batch – a quantity of a product sent from one consignor to one consignee. The consignment must be accompanied by VI1. This shall be confirmed by the third country authority and laboratory officials.

5. Use of Form VI1 and Extract VI2
Scratching and overwriting is prohibited. To make a correction, the incorrect data must be crossed out and, if necessary, the necessary data added. Each correction must be accompanied by the stamp of the customs official and the stamp of the customs office or the stamp of a laboratory or other official body.

If the lots are not divided into parts. The consignment (quantity of product sent from one consignor to one consignee) must be accompanied by a VI1 form, which must be presented to customs. The customs official checks the data and validates the VI1, returns the original and keeps a copy.

When a batch is divided into parts. If a consignment is split before releasing for free circulation, the company must present to the customs official the original and a copy of the VI1 document or extract VI2 of the consignment to be divided and subsequently the original and two copies of the VI2 form completed for each new consignment.

The customs official shall check that the particulars entered in VI1 or VI2 correspond to the VI2 particulars subsequently drawn up for each new consignment.

He shall then endorse the particulars and complete in the same way the back of the VI1 document or the VI2 extract on the basis of which that extract was made.

The customs official shall return the original of the VI2 extract and the VI1 document or an earlier VI2 extract to the company and shall keep the copy for at least five years.

If the consignment is forwarded before releasing for free circulation
If the entire consignment is forwarded before releasing for free circulation, the new consignor shall provide the customs official with a VI1 document or an extract VI2 and, where appropriate, a completed VI2 form.

The customs official shall compare whether the particulars entered in VI1 and VI2 or in extract VI1 and the subsequent VI2 form are consistent. The latter form shall then be stamped by the customs authorities, which shall be equivalent to the VI2 extract and shall complete the previous document or extract in the same way.

The customs official shall return the original of the extract and the VI1 document or the previous VI2 extract to the new consignor and shall keep the copy for at least five years.
However, the VI2 form needs not to be completed if the consignment is re-exported to a third country (Article 47).

6. Indirect imports. Where a wine is exported from the third country in whose territory it was produced (hereinafter referred to as the “country of origin”) to another third country (hereinafter referred to as the “exporting country”) from which the wine is subsequently re-exported to the Community, the competent authority of the exporting country may draw up a VI 1 form. or on the basis of an equivalent document for the wine concerned on a VI 1 form, without the need for further analysis of the wine (Article 49).

7. In the case of liqueur wines and wines fortified for distillation, box 14 of the VI1 document must be marked by the authority of the third country: “The alcohol added to this wine is wine alcohol”. Without a corresponding note, the VI1 document is not valid (Article 50).

8. The VI 1 form may certify that the imported wine bears a geographical indication in accordance with the World Trade Organization (WTO) Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS) or Community legislation on geographical indications or the Agreement on recognition and protection of geographical indications between the European Community and third countries. between where the wine originates. In that case, the following shall be entered in box 14: “It shall be proved that the wine referred to in this document has been produced in a wine-growing region and that the geographical indication referred to in box 6 has been granted in accordance with the law of the country of origin.”

The endorsement must be endorsed with the name and address of the authority, the signature of the official, and the stamp of the authority (Article 50).

9. Commodity codes for which a VI1 or VI2 document is required:

2009 61,
2009 69,
2204.

10. Exceptions. The certificate and the analysis report need not be submitted (Article 42):

In the case of products originating in third countries and exported from there in labeled containers of not more than 5 liters fitted with non-reusable closing devices, provided that the total quantity transported (whether or not in separate lots) does not exceed 100 liters. NB! This exceptional case must not be combined with the exceptional cases listed below:

  • wine, grape must, and juice contained in travelers’ personal luggage, up to a maximum of 30 liters per traveler
  • for wine sent from one individual to another, up to a maximum of 30 liters per consignment;
    on wine and grape juice forming part of the personal property of a private individual residing in the Community from a third country
  • for wine and grape juice intended for trade fairs, provided that the products in question are packed in labeled containers of not more than two liters closed with a non – reusable closing device
  • for wine, grape must and grape juice transported in other containers, imported for the purpose of scientific or technical experiments, in quantities not exceeding 100 liters;
    on wine and grape juice imported in accordance with the Vienna Convention on Diplomatic Relations of 18 April 1961, the Vienna Convention on Consular Relations of 24 April 1963 or the New York Convention on Special Missions of 16 December 1969
  • on wine and grape juice stored in shops on board ships and aircraft serving international routes
  • on wine and grape juice originating in the European Community and bottled therein exported to a third country and returned to the customs territory of the Community and released for free circulation

So, there is a lot of paperwork 🙂

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December 1, 2020

How do trust if the document has an e-signature?

An electronic signature or e-signature is a broader concept than a digital signature.

There are various e ‐ signing service providers on the Internet (DocuSign, Signicat, etc.). However, there is some confusion about the legal meaning of the different signatures. An incorrect e-signature can lead to cumbersome disputes over the validity of the signature (eg who exactly gave the signature) or, in the worst case, even the invalidity of the transaction.

There are three different types of e-signatures:

1. Simple Electronic Signature = imprint of an electronically generated signature without any special technical gadgets; for example, an image of a signature copied to a PDF;

2. Advanced Electronic Signatures (AdES) = “electronic signature” with some technical gadgets. This usually means that it is possible to identify the time of signing and the integrity of the content of the document and associate it with a specific signatory. Technically, AdES is similar to QES, but there is no certified interface (see below), which may result in weaker signer identification.

3. Qualified Electronic Signatures (QES) or “qualified e-signature” = in Estonia the so-called digital signature. The signature has been verified by a qualified trust service provider. Is used all kinds of technical gadgets to ensure clarity of signing time, unchanging content, etc. In this way, the identity of the signatory is also clearly identifiable.

What is the legal meaning of different e-signatures?

The correct choice of signature is especially important if the law or the contract prescribes the form of the transaction. The form of the transaction can be, for example:

1. a written form, which means that the document must be signed by hand;

2. an electronic form, which means that the transaction is in a form that can be reproduced permanently, contains the names of the persons who made the transaction and is electronically signed. The electronic form is equivalent to a written form (unless a handwritten signature is required by law);

3. in a form that can be reproduced in writing, which means that the transaction is in a form that can be reproduced permanently and contains the names of the persons who made the transaction, but does not have to be signed.

In Estonia, digital signatures and qualified e-signatures are essentially synonymous. A qualified e-signature has the same legal effect as a handwritten signature. If the form required by law or agreement is a digital signature, it must be a QES signature. If a written form of a document is required by legislation or a contract, both handwritten signing of the document on paper and digital signing are generally suitable for signing.
The situation with AdES signatures is more complicated. The General Part of the Civil Code Act (TsÜS) stipulates that an electronic signature is also a digital signature. Consequently, “electronic signature” is a broader concept than a digital signature. If a document signed by AdES meets the requirements of the electronic form provided for in the CMS, it should also be considered equivalent to a written form. However, there is currently no clear practice.
Certainly, an AdES signature cannot be considered a digital signature, ie if it is in a law or contract required digital signature, only QES signature is suitable. While required
a little can go to work (176) 29.05.2020

Estonian parcel robots located in Great Britain attracted the attention of the Financial Times
written form or electronic form of a document could, according to the wording of the CPS, also (68) a compliant AdES signature may in fact be sufficient. It must be borne in mind that the AdES signature is likely to make it more difficult to verify the identity of the signatory. It should also be borne in mind that the legal meaning of the AdES signature is debatable. If the transaction must be concluded in writing, a qualified e-signature (eg digital signature) should be preferred if possible.

Finally, it remains to explore Simple Electronic Signature. A document with such an e-signature can only be considered as a written document in very exceptional cases. Mechanical imitation of a signature shall be considered equivalent to a handwritten signature only if its use is normal between the parties and the other party does not immediately require a handwritten signature. Mechanical imitation of a signature means, for example, a stamp imprint, a copy, a printed signature or the like. This is an exception and in practice the potential for dispute is high. With such a signature, it is very difficult, if not impossible, to prove who actually signed the document.

How to tell if it is a QES signature?

Often one service provider offers different e-signature options and no conclusions about the type of e-signature can be drawn from the service provider alone. The signature certificate must be found in the signed document and its contents examined. Documents can also be checked automatically at: https://webgate.ec.europa.eu/tl-browser/#/search/file/1.
In general, it is reasonable to follow the principle that if it is not clear that it is a QES signature, it is rather assumed that it is not a QES signature. Often sent documents in PDF format and clicking on the signature opens additional information about it (signature certificate). The certificate indicates the issuer (issued by). The name of the issuer can be used to check whether he is a qualified trust service provider in the European Union (see https://webgate.ec.europa.eu/tl-browser/#/) and whether the issuer holds a QES certificate.

What happens if the contract has different types of e-signatures?

If the law or the agreement does not prescribe a mandatory form for the transaction, the parties may also sign the document with any e-signatures, with one party giving the AdES signature and the other the QES signature. It should always be borne in mind that in the event of a dispute, there may be problems in proving the identity of the signatory. There may also be a dispute as to which version of the agreement the parties agreed to, and so on.

If a mandatory form is provided for the transaction, all signatures must at least comply with this mandatory form. It is important to remember that the mandatory form may also result from an agreement between the parties. For example, if the parties have agreed that the document must have at least an AdES e-signature, there should be no direct problem with using a “stronger” QES signature.

Law applicable to the contract

In the case of international agreements, it is worth paying attention to which country’s law applies to the agreement. The legal meaning explained above is relevant primarily in the Estonian legal space. Within the European Union, it can be assured that a qualified e-signature must have the same legal effect as a handwritten signature. In general, however, it is worth paying attention to the regulation of e-signatures in force in each country, as it can be very different.

It is recommended to thoroughly examine each e-signature and make sure what kind of e-signature it is in a particular case. In the case of certificates, their validity and scope must be verified. In case of doubt, it is worth asking the other party for further explanations about the type of signature and the process of issuing it.

 

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October 1, 2020

e-notary initiative allows e-residents to buy and sell company shares remotely

Estonian Government launches e-notary portal and remote verification trial to allow e-residents to do business more conveniently.

An e-resident will still require the services of a notary registered in Estonia but will no longer have to visit the country.

In the self-service portal, navigate to the remote verification page. Here you can choose the appropriate embassy location, select a notary from the list of registered Estonian notaries, and select your desired time for an appointment. The system will only offer times that are suitable for both the notary and the Embassy so it would be prudent to have some idea of this before logging in. We therefore recommend communicating with your chosen notary beforehand to settle on available times so that this process will be more efficient.You can also exchange all documents and data necessary to carry out the activity with the notary by viewing ongoing transactions in the portal.

https://medium.com/e-residency-blog/new-e-notary-initiative-allows-e-residents-to-buy-and-sell-company-shares-remotely-5791fbe976c5

 

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September 1, 2020

Shareholders of an Estonian company can sell their shares remotely

Of course in certain conditions 🙂

In the Estonian e-residency program most of the things you need to do to manage your company can be done online.

However, some very specific legal procedures still required a physical visit to Estonia. One of them was changing the distribution of the shares of your company.

31.07.2020 On 1 August, an amendment to the Commercial Code will enter into force, which will enable private limited companies to transfer shares more easily in the future.

What are the conditions?

The legislation change gives shareholders great flexibility to redistribute the share capital easier and faster, and thus creates better opportunities to invest in Estonian companies. The minimum formal requirement provided by law is a written form specifying the share distribution, alongside these conditions:

In order to make a corresponding amendment to the articles of association, the share capital of a private limited company must be at least 10,000 euros and fully paid.

A notation shall also be entered on the registry card of the private limited company to indicate that the company removes the requirement of notarized approval of share disposal, sale or redistribution of shares. This indication helps to better safeguard the interests of the parties in the transaction, and this information may be important to potential acquirers before the transaction is made and influence their decision.

Such an amendment to the articles of association of an existing private limited company requires the consent of all shareholders. Therefore, the change cannot be made by a majority decision but must be the choice of all shareholders.

So in summary:

  • The company must have declared a share capital of 10,000€ and they should have been paid.
  • The company must alter the entry in the registry of the company to indicate the fact that shares can be redistributed online.

Other aspects to consider

Allowing a fully online redistribution of shares also increases the responsibility of the shareholders themselves and the management board. The Management Board will have the obligation to notify the Commercial Register immediately if there are changes in the shareholders’ distribution not performed through a notary. In addition, the shareholders are obliged to immediately notify the management board of any changes in the shareholders’ data of these changes, so the management board can notify the Commercial Registry.

The smallest nominal value of a share has also changed. What’s that? The minimum fragmentation that a share can be subject to. Previously, shares where divided up to one euro. That meant that if you had a share capital of 2500 euros, those were generally 2500 shares of one euro. You could not own 1250,50 € in shares, it was either 1250 or 1251 euros (50% or 50,04% of shares respectively).

With the new legislation, the minimum denomination of share is one cent of an euro. So now if you have 2500 euros in share capital, you may have 250,000 shares of 0,01€ of value each. The lower nominal value of a share is very convenient for potential acquirers, because the company can issue an exact share percentage that does not have to be rounded up or down to the nearest whole number.

Conclusion

If the above conditions are met, it will be possible to sell the shares or part of the private limited company on the park bench, in a café or on a computer using digital signatures.

 

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August 1, 2020

Effectiveness of the e-Residency program

National Audit Office of Estonia report anno domini 2020.

Do the revenues of the e-Residency program exceed the expenses, and are the participants in the program law-abiding?

What did we audit?

In the audit, the National Audit Office assessed whether the e-Residency program encourages the e-Resident companies to bring income to Estonia:

  • control systems ensure that the participants in the e-Residency program are law-abiding;
  • sufficient platforms for business and services have been created for e-Residents, and
  • whether the major risks involved in the implementation of the e- Residency program have been mitigated.

Why is this important to taxpayers?

During the first five years of the e-Residency program (2014–2019), Estonia has granted e-Residency digital ID cards to more than 63,000 foreigners from 174 countries. Digital ID allows e-Residents to use the public e-services of both Estonia and other EU countries and create an Estonian company. It is important that the e-Residents using the e-services and pursuing commercial activities be law-abiding and that they bring income to Estonia. It is also essential that the risks involved in the implementation of the program are mitigated.

In the first five years, 15.7 million euros have been spent on the e- Residency program.

What did we find and conclude from the results of the audit?

According to the National Audit Office, the revenues of the e- Residency program have started to exceed the expenses by the end of the first five years of operation. However, control systems are deficient because foreigners with a valid criminal penalty and business ban can participate in the program.

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