As our customer, you are entitled to free person of contact and legal address while we provide you our accountancy services. If you come from another provider, it will usually be necessary for you to change the legal address and person of contact of your company. In this article, we explain how to do that.
Requisites to change the legal address and person of contact of your company
There’s at least one document you should request from us: the consent of Empresa En Estonia OÜ (our company) to act as your person of contact and legal address provider. We have to give you this document in .asice format (signed digitally).
If the current address of your company is not in the city of Tallinn, Harju Maakond, then you will need to also modify the articles of association of your company. The articles of association contains all the information and rules for your company. Among other information, it lists the legal address of the company. If it specifies a different city, you will need to update it for your application to be approved.
If that happens, you may need to fill one or two documents more, and sign them digitally. We will talk about that later in this article.
Last, but not least, in order to do the process of changing the legal address and person of contact of your company, you should have configured the USB reader to work with your e-Residency ID-card. Here we explain how to do it.
Accessing the Company Registration Portal and starting the petition
First, you need to log into the company registration portal. If you find some problems logging in, close the browser (exit all windows), reopen it, and try again.
Once inside, you will see a list of your companies. Most probably, there will only be one. Click on the name of your company.
A new screen will appear with the information of your company. Click on “Start the petition for an entry regarding alteration”.
You will then see a new screen with some sections containing the data of your company. We will need to change three, or possibly four sections, depending on your articles of association.
Let’s go through the required modifications one by one.
Altering the address
First, go to the “Address” section and click on “Alter the address”. A pop-up will appear with a map and a field to enter the address. Enter “Majaka 26”. A list of matches will appear as shown in the figure below.
Click on the one that says “H – Majaka tn 26, Lasnamäe linnaosa, Tallinn, Harju Maakond” (should be the first entry).
If you have selected the right one, the map will show a pin in the middle of a building that looks like an “E”. That’s our offices, and the place where the virtual address of your company will be. Click on “Confirm choice”. A screen like the one shown below should appear.
Make sure the address is correct, the postal code is 11412, and click on “Save the changes”. Now in the “Address” section you should see the address of your company correctly configured to the new one.
Add us as contact person and remove previous ones
Now you need to add us as contact person. Obviously, you will need to remove any other contact person previously. Go to the “Persons in the entry” section and click on “Alter the persons in the entry”. You will see a new screen where you appear as “Management board member”. Possibly, there’s also another person or company listed as person of contact.
If that happens, we need to delete this person first. In order to do that, click the “Delete” button corresponding to that person. BE CAREFUL TO NOT DELETE YOURSELF as Management Board Member.
Now you can add us as person of contact. In order to do that, select “Contact of person” next to the “Add” button and click the button.
You will see a form with several options. Navigate to the “Add/alter a legal person” section. Then, in the “Registry code” field, enter our registry number (14522788), and click the “Get the business name and address from Commercial Register (by registry code)” link.
It will complete our address and data. If the “E-mail address” field is not filled in, enter it manually: “email@example.com”. Then click on the “+ Add” button.
If everything goes well, you will now see us listed as Contact person in the “Persons in the entry” section.
Alter the articles of association
Not everyone will have to alter the articles of association. You will need to change them if your current ones specifies that the current legal address of your company is NOT in Tallinn, Harju Maakond. That’s because the legal address of your company is defined in the articles of association, and should match the one you specify when altering the entry in the registry.
So in order to know if you need to alter the articles of association, go to the “Articles of association” section. You will see a PDF link. Click on it to download the PDF with your current articles of association.
Open the file, and look for the legal address of your company. It’s usually article nº 1.2, and in Estonian it says “Osaühingu asukoht on …”.
If it says “Osaühingu asukoht on Tallinn, Harju Maakond”, congratulations! Your company is already registered in the city of Tallinn, so you won’t need to alter the articles of association. You can safely scroll down to “Adding the documents for the petition”.
However, if it says anything different, like “Pudisoo Kula, Harju Maakond”, you will need to alter the articles of association. Let’s see how to do that now. Click on “Alter the articles of association”.
Now, it’s important to know if you articles of association are already digitalized or not. You will see a section “Add new articles of association” with two options:
- Create the articles of association in Company Registration Portal
- Add the articles of association as a file
Click on the first one. If you see a blue button saying “Alter the latest articles of association”, the articles of association of your company have been digitalized. That will make the process easier. If on the contrary, there’s only one blue button saying “Create new articles of association”, you will need to do some extra steps. Let’s see both cases.
… If your articles of association have not been digitalized
In case your articles of association have not been digitalized, you will see only one button saying “Create new articles of association”. Otherwise, go to the next section “If your articles of association have been digitalized”
In that case, it’s better to click on the second option “Add the articles of association as a file”, starting from your current PDF (the one you just downloaded).
Open this option. You will see a small form. to add the articles of association as a file. What we need to do is convert the PDF to DOC, modify the address in the DOC file, and then convert it back to PDF.
In order to do that, go to a PDF to DOC conversion tool such as ilovepdf.com. Upload the PDF and convert it to DOC. Download this DOC and open it with your favorite tool (Word, Pages…). Then, modify the article with the address and set it to “Tallinn, Harju Maakond”. DO NOT MODIFY ANYTHING ELSE.
Now go back to the browser and select the file to upload. Enter the date of approval in DD.MM.YYYY format (remember to add the points as separators), and click on the option “The articles of association of a private limited company shall not set out different types of shares and / or special rights”. Finally, click on “Add the articles of association as a file”. You will see a screen like this:
Click the button to go back to the petition. You will see an orange warning specifying that we will need to upload a document verifying that the management board approves the change in the articles of association. We will also upload the PDF we just created also.
Now you can proceed to add the documents for the petition.
…If your articles of association have been digitalized
In this case, the process is easier. Just click on the “Alter the latest articles of association” button.
You will see a screen with your articles of association, where you can modify certain parts. As the picture shows, there should be a section with the address, next to a “Alter” button. Click on that button.
A field should appear. Type in “Tallinn”, and wait some seconds/minutes for the webpage to calculate the address. It should show just one option: “Harju Maakond, Tallinn”. Sometimes, the website does not load the addresses properly. If that’s the case, reload the page, or go back and enter again this section. You should be able to click on the “Harju Maakond, Tallinn” option.
Then go down to the bottom of the page. Don’t alter anything else. Click on “Check the articles of association”.
If everything goes well, the page will reload and a message “The articles of association is OK” will appear. Go down to the bottom again. Enter the date in format “DD.MM.YYYY” in the “Date of approval” field and click “Save”. Then, if there’s no error, click on “Back to entering the data in the application” to continue with the process.
Adding the documents for the petition
Now we need to upload the documents supporting our petition. The mandatory one is the consent from the legal address / person of contact provider (us). Ask us for this document, specifying your company name and registry code.
In order to add a document, go to the “Additional documents to be submitted with the entry petition” and click on “Add document”. In the case of the consent, you need to select “Consent of Contact Person” as type of document, and upload the signed .asice document.
Next, if you changed the articles of association, the board member of the company (you and any other member of the board) will have to sign and upload a resolution approving the change. If you didn’t need to change them, you can skip the rest of this section and go to the next section.
First, download this document and fill it with the information of all members. You will only need to change the areas in orange background. Be careful with the format of dates “DD.MM.YYYY” (The Estonian format, include the dots). Then export it as PDF (important), and sign the PDF digitally by all shareholders and members of the board. You should end up with a .asice document.
Upload that document specifying type of document “Resolution of the body”.
Finally, if your articles of association were NOT digitalized, and you have to download the PDF, convert it to DOC, modify it and convert it back to PDF, you should upload this PDF. Only in this case. If your articles of association were digitalized and you edited them online, you can skip this step.
Add this PDF with type “Other documents”.
Once finished, you should see one or more files added to the petition, like the picture below shows.
Now it’s time to sign the petition by clicking on the “Check the details of the entry petition” button.
Confirming the petition
You will see a screen with a summary of the changes we are going to perform in the registry.
It should say that the new address of the company is “Harju Maakond, Tallinn, Lasnamäe Linnaosa, Majaka tn 26, 11412”, and also that we are the new person of contact. It may show also the removal of previous person of contact, and it should also list the files added to the petition.
Now click on the blue button to confirm the petition.
Signing the petition
Next, we will sign the petition. In order to do that, click on the “Sign” blue button. Wait until the pop-up appears to choose your certificate, and enter your PIN 2.
If the signature process succeeds, you will see the signature tick next to your name. Now click on “Confirm the signatures”.
Proceed to payment
Next, you need to pay the state fee for the change in legal address and person of contact. The state fee as of May 2019 is 18€.
Select “Payment of the state fee in a bank office or in the internet bank”, and choose “View details for making a payment”. You will see a screen with all the information for the payment.
Choose any of the bank account IBANs for the payment. It’s important that all the information is correct, including the description of the payment and especially the reference number.
Go to your online bank website and do the payment. Then go back to this page, close the pop-up, and click on “Confirm Payment”. Time for the final step, sending the petition to the registry!
Sending the petition to the registry
Just click on the blue button to finish the process and send your request to the registry. That’s all!
If there’s a mistake, or some documentation is missing, you will receive an email, but make sure to check the Company Registration Portal regularly because the information will be updated there. Your petition will be listed just down below your company names in a section called “Entry petitions”.
As always, if you find trouble changing the legal address or person of contact, send us a message and we will help.
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