From 1 September 2018, all Estonian undertakings must disclose data on their beneficial owners in the commercial register. Therefore, name, date of birth, habitual residence and position occupied by the beneficial owner are subject to disclosure. The obligation to provide these data to the register lies with management board of the company.
According to the law, a beneficial owner is defined as a natural person who, by using his influence, performs an operation or a transaction or who exercises control over a transaction, operation or another person in whose interests or on whose account a transaction or operation is performed. A beneficial owner is also a natural person who ultimately owns or controls more than 25% of the shares in the undertaking.
In case if the company has failed to identify the beneficial owner and “all possible identification measures” have been exhausted, a member of the highest management board must be represented as the beneficial owner. In addition, there must be no doubt that such a person does not exist.
Data on the beneficial owner must be submitted to the commercial register during company formation procedures. If they remain unchanged, the management board must confirm their correctness in the annual report. If the beneficial owner changes or data become outdated, the new data must be submitted within 30 days from becoming aware of them.
The fine for non-compliance with the requirement to provide data or submission of incorrect data on a beneficial owner is up to 300 fine units (EUR 1,200) for a natural person and up to EUR 32,000 for a legal entity. The sanction for non-compliance with identification procedures is a fine up to 300 fine units or detention for a natural person and a fine up to EUR 400,000 for a legal entity.