Are you a business owner in Estonia who's faced the unfortunate circumstance of having your company involuntarily deleted from the registry? If so and you are looking for ways to restore the company, then Wisor Group and our experienced lawyers are able to assist you with the restoration process. Estonia provides options for restoring your company, depending on the reason for its deletion. In this blog post, we'll walk you through the process of restoring your company, whether it's through the court system or the Commercial Register.

Different ways of Restoring a Company:

Restoring a Company via Court

If your company was involuntarily deleted due to reasons such as the company has been liquidated but assets have remained in the name of the company or claims arise against the company,  which require the company to be active in the registry, you can opt for restoration through the court system. Here's how it works:

1. Application to the Court: The first step involves filing an application to the court for the restoration of your company. In this application, you'll need to provide a detailed reason and proof why the company needs to be restored.
2. Providing Proof: Along with your application, you'll need to provide evidence supporting your claim for restoration. This could include documentation showing efforts to rectify compliance issues or resolve outstanding claims against the company.
3. Liquidator's Confirmation: If the company was in liquidation status prior to its deletion, you'll need confirmation from the liquidator supporting the restoration.
4. Proof of Payment: Finally, you'll need to provide proof of payment of the state fee associated with the restoration process.

The court will then review your application within a reasonable time frame and, if satisfied with the evidence provided, will restore the company into liquidation status, so you can complete the company deletion properly.

Restoring a Company via Commercial Register

For simpler cases, such as those involving unsubmitted annual reports or missing company data, restoration can be pursued through the Commercial Register. Here's how:

1. Submission of Petition: Within three years after the deletion of the company, you can submit a petition for reinstatement to the register. This petition should outline the reasons for reinstatement and any supporting documentation.
2. Competent Body Resolution: Along with the petition, you'll need to include a document indicating the resolution of a competent body (such as the company's board of directors) concerning the restoration to the register.

The registry will then review the application within five working days and, if everything is in order, will reinstate the company in the registry.

Frequently Asked Questions about Restoring a Company

1. How long does the process of restoring a company typically take? 

The timeline can vary depending on the complexity of the case and the workload of the court or registry. However, both processes aim to resolve the restoration efficiently. Also additional approvals from the Tax Office may be required, thus the timeframe is a lot dependent on the company profile and restoration option.

2. Can I restore my company if it was deleted and there are now new claims against it?

Yes, you can pursue restoration through the court system by providing evidence that the claims have been brought up against the company.

3. Can I restore my company if it was deleted and there are assets remaining in the name of the company? 

Yes, you can pursue restoration through the court system by providing evidence that there are assets under the company.

4. Is there a time limit for submitting a petition for reinstatement to the register? 

Yes, you have up to three years after the deletion of the company to submit a petition for reinstatement.

5. Is there a time limit for submitting a petition for reinstatement through the court?

With the court the time limits depend on the reason why you would need to reinstate the company. Usually, there are no certain time limits for restoration through the court.

6. What happens after the company is restored through the Commercial Register? 

Once the company is compliant (e.g. annual reports submitted, all data reflected) and is restored, it will regain its legal status and can resume its operations, subject to any conditions imposed during the restoration process.

7. What happens after the company is restored through the Court?

Company will regain its legal status “in liquidation” and during the liquidation process, all pending matters shall be resolved and the company will be properly deleted.

Restoring a Company in Estonia

Restoring an involuntarily deleted company in Estonia may seem daunting, but with the right understanding of the process and proper documentation, it can be accomplished smoothly. Whether through the court system or the Commercial Register, Estonian law provides options for businesses to rectify their status and continue their operations. If you find yourself in this situation, don't hesitate to seek legal advice and take proactive steps towards restoration. Contact Wisor Group for legal consultation.