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An amendment to the Companies Act has come into force allowing the documents necessary to establish a limited liability company to be signed digitally and submitted electronically to the Commercial Registry. The registry has been set an internal goal of two hours from the filing of the documents to the registration of the company.

Societas Europaea can now be established in Estonia under a new law implementing the EU Societas Europaea Regulation and Directive. Companies operating in more than one member state no longer need to set up a complex network of subsidiaries governed by different national laws - this should allow cost saving through a unified management and reporting system.

In recent years considerable changes have been made to the liability of management board and supervisory board members. The Ministry of Justice has now proposed additional amendments to existing laws which, if adopted, will introduce further changes in this area of the law.

Including: Commercial Register; Types of Company; Liability; Branches of Foreign Companies.

Most provisions of the new Law of Obligations Act are optional. However, where conflict occurs between long-term agreements and the act's mandatory provisions, the latter will prevail. The act also applies to certain matters in civil law relationships. It is thus recommended that parties review their long-term agreements in light of the new legislation.

The recent introduction of the new Law of Obligations Act and the Penal Code has brought about considerable changes in the legal status and liability of management board and supervisory board members in Estonia.

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