ONLINE ONESTOPSHOP THROUGH THE ESTONIAN COMMERCIAL REGISTER

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ONLINE ONE-STOP-SHOP THROUGH THE ESTONIAN
COMMERCIAL REGISTER

• Dr. Viljar Peep,
• Head of Legislative Drafting and Development
  Division,
• Judicial Administration Policy Department,
• Ministry of Justice of Estonia

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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European law one-stop-shops, digital
proceedings

• Single point of contact for enterprise
  establishment (directive 2006/123 on services in
  the internal market)
• Remote proceedings for enterprises by electronic
  means (directive 2006/123 on services first
  company law directive 68/151)
• How to do it and how to avoid the increase of
  legal risks at the same time?

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Basic procedures for a start-up of a business
entity

• notarised deed of incorporation and deposit
  capital OR directly to the online registration
• commercial registration (new legal entity)
• taxation (incl. VAT), social insurance and
  statistical registration
• licences/notifications for regulated activities

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Additional procedures for a start-up of a
business entity

• trademark registration
• domain name registration
• links to entrepreneurs / professional
  organisations
• links to advisory services etc

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Start-up in Estonia option 1

• Notary legal advice, drafting of documents and
  e-filing to registration court (ca. 1 hour)
• Bank - company founders open a share capital
  deposit account, make payments and obtain a
  respective certificate (not more than 1 hour)
• Registration court - checking and registration
  (not more than 5 working days, usually 2-4 days)
• data automatically duplicated in tax registers,
  social insurance and statistics (except VAT data
  forwarded, separated decision by tax authority)

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Start-up in Estonia option 2

• Online fast-registration since 1.1.2007
• personified web-access, based on digital
  signatures.
• standardised forms and statutes (articles,
  bylaws)
• share capital deposit and registration fee paid
  through web-bank-link, using preliminary filled
  payment orders
• forms-filling takes 10-20 minutes usually
• registration court will make an entry and inform
  about it by e-mail within 2 hours
• data automatically duplicated into other
  registers (VAT-data forwarded)

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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One-stop-shops in Estonia

• Notary (not only advice, drafting and
  representation, but also e-filing to commercial
  and other registers)
• OR
• Entrepreneurs portal (linked web pages with
  online services and information help-desk)

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Headache for one-stop-shops regulated activities

• how to inform entrepreneurs on regulated
  activities?
• how to create a unified system, which involves
• commercial registration
• annual accounts,
• licences and notifications?
• Estonian approach is based on mandatory
  classificatory of all activities.

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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NACE International Classification Of Economic
Activities
EMTAK Estonian national version
1-letter code A-U (21 divisions) 1-letter code
A-U (21 divisions) 2-digit code 01-99 (88
divisions) 2-digit code 01-99 (88
divisions) 3-digit code 011-990 (272
divisions) 3-digit code 011-990 (272
divisions) 4-digit code 0111-9900 (615
divisions) 4-digit code 0111-9900 (615
divisions) 5-digit code 01111-99009 (775
div.)
11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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4-digits activity code
Activity text
Regulated activities (text)
Explanations Link to relevant
authority Exceptions legal acts, advice,
forms...
11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Authority MTR Tourism Act http//mtr.mkm.ee
notification on accommodation establishment

• 55101 Hotels
• accommodation establishment,
• at least 10 guest rooms,
• supplying with food

Authority MTR Alcohol Act http//mtr.mkm.ee
notification on retail trade in alcohol
Veterinary Food Office Food Act http//www.vet.a
gri.ee
Handling of food registration or
notification
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Bigger headache foreign electronic identity

• Directive 1999/93 on electronic signatures
• harmonies technical requirements
• but still interoperability problems
• no requirement on reliable issuance
• sensitive public online services (like
  incorporation) require reliable issuance
• (almost?) no cases of cross-border usage for
  online public services

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Estonian approach to cross-border electronic
identity

• additional requirements for sensitive online
  public services like
• technical and organisational security
• time sealing
• reliable identification of the holders
  personality
• personal (not corporate) certificates only
• no restrictions on a certificate
• e-border guard / competence centre for
  evaluation of foreign electronic identity

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008
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Estonian approach to cross-border electronic
identity

• competence centre under the Ministry of Economy
• additional requirements for sensitive public
  services for online company registration by
  Minister of Justice
• pilot project Portuguese citizen cards
• expected surprise file-signing versus
  container-signing
• unexpected surprise diacritic letters
• second project Finnish citizen cards
• unexpected surprises no validity checking in
  real time, no time sealing
• next project Belgium citizen cards
• unexpected surprises very soon

11th EUROPEAN COMMERCE REGISTERS FORUM BELGRADE
2008