THE LAW ON THE AMENDMENTS TO THE COMMERCIAL CODE, NON-PROFIT ASSOCIATIONS ACT, FOUNDATIONS ACT AND LAWS RELATED THERETO

Chapter 16
Amendments to the Credit Institutions Act (RT I 1995,4,36)

§ 273. Article 3:

1) in paragraph 1 the words "private legal entity" shall be replaced with the words "public limited company";

2) paragraph 2 shall be repealed.

§ 274. In Article 4, paragraph 1 the words "legal entity" shall be replaced with the words "commercial undertaking".

§ 275. In Article 7, the third sentence of paragraph. 1 shall be modified and worded as follows:

" When establishing a subdivision of a foreign credit institution in Estonia, provisions set forth in Article 22 of the present Act should be observed".

§ 276. In Article 10, paragraph 3 shall be modified and worded as follows:

"(3) A foreign credit institution may operate in Estonia under the business name registered in its home country. When a subdivision of a foreign credit institution is established in Estonia, its business name should conform to the requirements set forth in Article 14 of the Commercial Code (RT I 1995, 25-28, 335; 1996, 52-54, 993; 1997, 16, 258; 48, 774; 77, 1313; 1998, 2, 48; 23, 322; 30, 410; 36/37, 552)."

§ 277. In Article 11, paragraphs 1 and 2 shall be modified and worded as follows:

"(1) A credit institution shall be established and it may operate as regulated by the Commercial Code and the special provisions deriving from the present Act".

"(2) A co-operative credit institution shall be established and it may operate as regulated by the Co-operative Societies Act of the Republic of Estonia (RT 1992, 36, 477; RT I 1995, 26-28, 335; 1996, 40, 773) and the special provisions deriving from the present Act."

§ 278. In Article 14, paragraph 6 the words "registered as required by the law" shall be replaced with the words "entered into the commercial register".

§ 279. In Article 18, clause 2 shall be modified and worded as follows:

"2) in case of a merger or a division of a credit institution;".

§ 280. In Article 24, paragraph 5 the words "statutory register" shall be replaced with the words "commercial register".

§ 281. Article 25:

1) the first sentence of paragraph 1 shall be supplemented after the words "general meeting" with the words ", Supervisory Board" ;

2) the second sentence in paragraph 1 shall be omitted;

3) in the first sentence of paragraph 2 the words "or the shareholders" general meeting" shall be omitted.

§ 282. In Article 27, the end of paragraph 2 shall be supplemented with the text "or by the offset of a monetary claim. The share capital of a credit institution may be increased also through noncash contributions if the offset of monetary claims is applied or if the share capital is increased for the purpose of a merger or a division".

§ 283. In the title of the Chapter 4 the word "reorganisation" shall be replaced with the words "merger, division and transformation".

§ 284. Article 30 shall be amended and worded as follows:

"Article 30. Specialities of merger, division or transformation of a credit institution"

(1) A credit institution cannot be transformed.

(2) A merger or division of a credit institution shall be conducted according to the procedure set forth in the Commercial Code, taking into account the special provisions of the present Chapter.

(3) In case of a merger of credit institutions without the establishment of a new credit institution, the acquiring credit institution shall continue operations, in case of a division of a credit institution through separation, the undertaking being divided shall continue operations on the basis of the existing licence.

(4) New credit institutions set up as the result of a merger or a division must apply for a licence from Eesti Pank.

(5) Credit institutions participating in a merger or a division are obliged, following the receipt of the respective permission, licence or authorisation from Eesti Pank, to publish the merger or division notice in, at least, one of the national daily newspapers.

(6) A credit institution may submit an application for the entry of the merger or division into the Commercial register immediately after the publication of the notice referred to in paragraph 5 of this Article.

(7) In case of a merger of credit institutions, the provisions of Article 399 of the Commercial Code and, in case of a division, the provisions of Article 442 thereof shall not be applicable; also the deadline prescribed in Article 400.1 and Article 443.1 as well as the requirement prescribed in Article 400.3 and Article 443.3. A plea for the contestation of a merger or division resolution can be submitted to the court only until the granting of the permission for merger or division or authorisation thereof by Eesti Pank or the issuance of a licence to a new credit institution".

§ 285. Article 31 shall be repealed.

§ 286. Article 32:

1) paragraphs 1 and 3-5 shall be repealed;

2) paragraph 2 shall be supplemented after the words "new credit institution" with the words "or acquiring credit institution";

3) paragraph 6 shall be added in the following wording:

"(6) For the merger of credit institutions without the establishment of a new credit institution, the permission from Eesti Pank is required. A merger agreement or a copy thereof exemplified by the notary shall be added to the permission application."

§ 287. Article 33 and 34 shall be repealed.

§ 288. In the title and the text of Article 35 the words "or separation of a part" shall be omitted.

§ 289. In Article 65, paragraph 5 shall be supplemented with another sentence in the following wording:

"Eesti Pank shall immediately send a moratorium notification to the registrar of the commercial register in the location of the credit institution for the purpose of making the relevant entry, indicating the name of the moratorium administrator, his/her personal identification code and place of residence."

§ 290. Article 75, paragraphs 1 and 4 shall be repealed.

§ 291. The text of Article 84 shall be modified and worded as follows:

"A credit institution may merge or divide during bankruptcy proceedings only with the consent of Eesti Pank."