If your company was deleted from the Commercial Register because an annual report had not been filed, this is not final. The company can be brought back to the register within three years of the deletion. During that time you have the right to apply for restoration and to carry on operating.
How it comes to deletion
The register does not delete a company overnight. First the registrar sends a deletion warning and sets a new term for filing the report. The company may be deleted only once the report remains unfiled by that new term as well. In addition, at least three months must have passed from the original deadline. As a rule, deletion also assumes that the company has no assets entered in the register and that no court or enforcement proceedings are under way against it.
A board member living abroad often receives the warning only once the term has already passed. The deletion then comes as a surprise, even though the point of the law is to give time to react.
How to bring the company back
Restoration takes three steps:
1. File all the missing annual reports, not just the last one. Every outstanding year has to be put right.
2. Attach to the application the shareholders' decision on restoring the company, and sign it.
3. Pay the state fee of 200 euros.
The law puts it briefly:
Commercial Register Act § 64 subsection 2: "An application for restoration to the register may be submitted within three years as of the deletion. A document reflecting the decision of the competent body on restoration to the register shall be appended to the application."
(Riigi Teataja: https://www.riigiteataja.ee/akt/123122022025)
If you have access to the e-Business Register, the application can be submitted electronically. If you do not have access, the application has to be submitted through an Estonian notary. That is the case, for example, when the board member is abroad and cannot give a digital signature. The register does not accept a report by post or by e-mail.
Is it worth bringing back
Restoration is worth it when the company still has something of value left: money, contracts, business relationships or a name. If the company is essentially empty, setting up a new one may be simpler. A new company, however, has costs of its own, and it starts with no history.
This article was prepared with the help of artificial intelligence.