Requirements for non-residents legal entities

Legal entities of the European Union (except the Republic of Cyprus, Luxembourg, the Republic of Malta, United Kingdom) and Norway

For opening an account for the legal entity, non-resident of Estonia it is necessary to submit the following documents to the bank:


• an extract of the register or Certificate of registration, containing:

• name of the legal person, field of activity, location and the entrepreneur’s address;

• registration number and date of registration;

• names, places of residence and personal identification codes of the members of the directing body;

• date of issuance of the document;

NB! The extract of the register submitted to the bank must not be older than 6 months!


NB! The document has to be supplied with an apostille, or notarized (Estonia accepts notaries of EU, the Russian Federation and the Republic of Ukraine), or legalized by the Ministry of Foreign Affairs of Estonia.


• if the extract of the register doesn't contain above-mentioned information, the following must be presented upon opening an account:

• memorandum or resolution of association;

• document serving as the basis for operation (articles of association, regulation);

• document certifying the authorisation of the legal representative (a resolution of the management body);

• Resolution of a competent body on authorisation of representative (representatives) if extract of the register does not indicate clearly the person with signatory right.


• document identifying the legal representative of the legal person.

Legal entities of other countries

1. an extract of the register or registration certificate of the legal person (Certificate of Incorporation or Certificate of Organisation), which must include the following:


• name of the legal person;

• registration number;

• date of registration;

• name of the register and country of location;

• date of issuance of the document;

NB! The extract of the register submitted to the bank must not be older than 6 months! If the Certificate of Incorporation issued to the bank is older than 6 months, a valid certificate of paying the annual fee (Certificate of Good Standing) must be submitted.


NB! The certificate of paying the annual fee have to be provided every year!


2. Memorandum and Articles of Association or Memorandum of Association or By-Laws or Operating Agreement or Articles of Organisation of the legal person, the document must include the following:

• Name of the legal person;

• Address;

• Field of activity;

• Founders;

3. Document certifying the right of representation:


The right of representation may be included in following documents:


• Minutes of the First Meeting of the Directors, Resolution of the Board of the Directors/Members, Statement of Incorporator, Initial resolution of the members, Shareholder Declaration, Certificate e.t.c.;


NB! The document must include the data about Member(s) of the management board/ Director(s) (full name, personal identification code or date of birth, place of residence) and notary certified signatures of principal or notarial certification of document.

• Power of Attorney


The power of attorney must include the following:


• data of principal;

• data of the authorised person (full name, personal identification code or date of birth;

• date of issuance of the document;

• term of validity (bank does not accept power of attorney issued for longer period that 3 years;


NB! Powers of Attorney with unlimited validity period are not accepted.


The document that contains the authorisation must be certified by notary or certified with apostil.


4. Documents about transfer/handover of rights:


• Document showing transfer of rights from the founders to new owners.

The document must contain data about both parties of the transaction (full name, personal ID code or date of birth, passport number, place of residence).


• Share Certificate

If legal person isn’t directly owned by company ultimate beneficial owner (over 10% on share capital) additional document, certifying the ultimate beneficiary’s position in the legal entity’s management structure, must be submitted to the bank.


NB! Bearer shares are not accepted.

5. Other documents:


If the above mentioned documents or data can not be obtained or if the country of location does not issue them in the form specified in the instruction, the bank will be entitled to ask also other documents or their notarised or otherwise certified copies for identification of the person.

 

Form of documents requested from non-residents upon opening an account


All documents submitted to the bank must be:


• original documents or notarised or equally otherwise certified copies and

• in case of foreign legal persons the documents must be legalised or certified with an apostille, unless an international treaty provides otherwise (documents issued by the Republic of Latvia, Republic of Lithuania, Russian Federation, Ukraine and Republic of Poland do not have to be legalised or certified with an apostille).


A public document of a foreign country should be first legalised in the Foreign Ministry or Foreign Mission of the foreign country where the document has been issued, and thereafter in a Foreign Mission of the Republic of Estonia or in the consular department of the Ministry of Foreign Affairs of the Republic of Estonia.


Notarised or certified documents on multiple pages must be bound together in such manner that it is impossible to separate them without leaving traces.


Language of the documents


In case of documents in foreign language the Bank will be entitled to demand additionally translation of documents into Estonian or any other language specified by the Bank. Translation must be performed by authorised translator or the signature of translator must be notarised.


Additional restrictions


• The bank is entitled to restrict services provided to legal persons founded in certain regions (e.g. certain electronic services).

• The bank is entitled to draw a list of countries and regions, where founded legal persons are subject to the duality principle upon the conclusion of settlement agreements with the bank.

• The bank may establish additional requirements and restrictions for non-resident legal entities.

NB! Decision about account opening for others non-resident legal persons will be made in 10 bank days after all requested documents are presented. Company representative will receive information about the decision via preferred channel (by phone, e-mail).