News

A number of changes related to the transfer of shares of private limited companies entered into force in May and August this year. The main purpose of the changes was to simplify the transfer of shares and to make it foremost easier for foreigners to invest in Estonian start-up companies. Other companies can also take advantage of new opportunities, but there are also risks involved.

Legal Notice 110 of 2019 has introduced the possibility of income tax consolidation in Malta. The said Legal Notice introduces the Consolidated Group (Income Tax) Rules, 2019, as subsidiary legislation to the Maltese Income Tax Act, Chapter 123 of the Laws of Malta.

“Dear Sir, your account falls out of the bank’s risk appetite. We are kindly informing you that the account will be closed within two weeks. Please provide alternative bank details in order to transfer the remaining funds”.

According to the changes made to Commercial Code of Estonia from the 1st of July 2020  the minimum nominal value of a share is one cent instead of one euro, with the result that every cent of the share capital shall grant the shareholder one vote.

On February 1st this year, remote authentication was introduced for notarial transactions, which is equivalent to ordinary notarial authentication, i.e. authentication in the presence of a notary.

Related to the changes in the Commercial Code entered into force at the end of May the form requirement for the obligation transaction for the transfer and pledge of a share in private limited companies became invalid. As a result such contracts could be today concluded as if without a form and without a notary.

On 18 May 2020, the Estonian Parliament passed an act amending the General Part of the Civil Code Act and other acts. The main purpose of the amendment is to provide flexible options for resolving difficulties relating to the adoption of resolutions and the transfer of shares as a result of the coronavirus outbreak.

In terms of the Fifth Anti-Money Laundering Directive (Directive (EU) 2018/843), which as from 10th January 2020 is in force in all the EU, member states are required to maintain inter-connected, publicly available national Ultimate Beneficial Owner (“UBO”) registries.

Malta Business Registry has begun the extensive process of cleaning up the registry from inactive companies, and so far has removed 10,000 inactive companies.