OFFICIAL GUIDE TO SHIP & YACHT REGISTRIES

Estonia

Shipowner Eligibility 

The national flag of the Republic of Estonia shall be flown by ships owned by the Republic of Estonia, local governments and other legal persons in public law. The national flag of the Republic of Estonia shall be flown by seagoing vessels owned by:
Estonian citizens resident in Estonia
General and limited partnerships which are located in Estonia and in which Estonian partners have a majority of votes;
Other legal persons in private law which are located in Estonia and in the management boards or equivalent bodies of which Estonian citizens form the majority;
A seagoing vessel in common ownership shall fly the national flag of the Republic of Estonia if at least one of the Co-owners is an Estonian citizen resident in Estonia and if the greater share of the seagoing vessel is owned by Estonian Co-owners;
A seagoing vessel in common ownership may fly the national flag of the Republic of Estonia if the greater share of the seagoing vessel is owned by Estonian Co-owners.

A seagoing vessel which is the object of shared succession may fly the national flag of the Republic of Estonia if the greater share of the seagoing vessel is owned by Estonian citizens or Estonian legal persons who have inherited the seagoing vessel in common.

Estonian partner and Estonian Co-owner
An Estonian partner or Estonian Co-owner is an Estonian citizen or an Estonian legal person;
An Estonian legal person is a legal person registered in Estonia or a legal person in public law founded in Estonia.

The main point of the above is that shareholders of a shipping company may be citizens of any country but more than 50% of the board members should be Estonian citizens.

About the Flag

This Eastern European republic borders on the Baltic Sea and the Gulf of Finland between Russia and Latvia. Its capital is Tallinn. Estonia reestablished its independence in 1991 after being occupied by the former Soviet Union for fifty years. It is led by a President and a Prime Minister together with a unicameral Parliament. Its legal system is based on civil law, and it is a member of the UN and IMO.

Estonia has pursued an ambitious market reform program since independence in order to reintegrate into Western Europe. Exports include timber, textiles and food products; principal trading partners are Finland, Sweden, Russia, and Germany. Estonian is the chief language, and the currency is the Estonian kroon.

According to Law of Ships Flag and Register of Ships Act passed on 11 March 1998 and entered into force 1 July 1998 seagoing ships and ships under construction shall be registered by Estonian courts. There are four departments of courts for that purpose:

• The Registration Department of the County Court of Harju
• The Registration Department of the County Court of Tartu
• The Registration Department of the Country Court of Pärnu
• The Registration Department of the Country Court of Viru

Bareboat chartered vessels shall be registered at the Register of Bareboat Charterers of the Estonian Maritime Administration. Small vessels (up to 12 m in length) and recreation vessels (up to 24 m) shall be registered at the Register of Small Craft of the Estonian Maritime Administration.

Company Formation

Pursuant to the Commercial Code, the following types of business associations may be organized in Estonia: public limited companies, private limited companies, limited liability companies, general partnerships, limited partnerships, and nonprofit organizations. There are no limitations or restrictions as to the domicile or nationality of shareholders. Any person can be a shareholder, including corporate bodies. Annual reports shall be approved within six months after the end of the last business year.
The private limited company has a mandatory three-level management: the general meeting, the Council (supervising the Board), and the Board. At least half of the persons elected to the Board shall be Estonian residents.

The share capital of a private limited company shall not be less than EEK 400,000.00 (fixed rate DM 1 = EEK 8).

Stocks may be either registered or bearer stocks. Non-voting stocks granting the preferential right to receive dividends and to participate in the distribution of the remaining assets upon dissolution may also be issued.

As of 1 September 1999 most companies have reorganized into limited liability companies since the requirement for three-level management applies only if the share capital exceeds EEK 400,000.00 and there are less than three members on the Board. Also, the minimum capital requirement is only EEK 40,000.00.

The major difference between a private limited company and a limited liability company is that the later issues shares instead of stock.

Taxation

There are no specific taxation rules for shipowners. Pursuant to the Estonian Income Tax Law, the taxpayer is an individual or a company, be it resident or nonresident. Residents are individuals with a permanent place of residence in Estonia or individuals staying in Estonia for more than 183 days during the period of taxation, or any company registered in Estonia including an affiliate of a foreign company. Residents pay income tax on incomes derived by them in Estonia or outside of Estonia. Nonresidents pay income tax on income derived by them from the following sources in Estonia:
Gains from alienation of property located in Estonia
Dividends paid by enterprises registered in Estonia
Income from renting of assets located in Estonia
Income from private business activities in Estonia
Interest payable by the Estonian State and residents except interests payable to credit institutions on the conditions set forth by the Minister of Finance
Interest from loans secured by real property located in Estonia
Royalties

The period of taxation (fiscal year) is a calendar year. The income tax rate is 22% of the taxable income. The current value added tax rate is 20%. The social tax consists of social insurance tax and state health insurance tax. Social tax shall be paid by employers on all sums paid to individuals. The current social tax rate is 33%. Companies have been exempted from the income tax in respect of investments from 1 January 2000.The Republic of Estonia has concluded bilateral agreements for the avoidance of double taxation with the following countries:
Belarus, Canada, China, Czech Republic, Denmark, Finland, France, Germany, Iceland, Ireland, Italy, Latvia, Lithuania, Moldova, the Netherlands, Norway, Poland, Sweden, Ukraine, United Kingdom, and the United States.

Registration and Documentation

As mentioned above all seagoing vessels of at least 12 m in length as well as ships under construction and towed vessels shall be registered at the two courts. At the request of owners of seagoing vessels (including recreation vessels) at least 9 m in length may also be entered in the register of ships at one of the Registration Departments of courts. Bareboat chartered vessels shall be registered at the Register of Bareboat Charterers of the Estonian Maritime Administration.

Small vessels up to 12 m in length shall be registered at the Register of Small Craft of the Estonian Maritime Administration. If an Estonian ship is abroad and the shipowner cannot register the vessel with the Estonian Ship Register, a Consul of the Republic of Estonia will issue a Provisional Certificate of the right to fly the Estonian flag which is valid until the first entry of the ship to an Estonian port but not for longer than six months from the date of issue. Extensions are not allowed. For receiving the Provisional Certificate, the shipowner shall submit to the Consul documents on the ownership of the vessel; the right for regarding the ship as an Estonian vessel; the seaworthiness of the vessel; and the type, building date and place, main material of the hull, capacity, main characteristics, and power of the main engines of the vessel.
List of documents to be presented at the courts for permanent registration of a vessel:
Original formal questionnaire reflecting the results of technical inspection of the vessel;
Tonnage Certificate
Notice issued by the Estonian Maritime Administration that the name of the ship (or board number for fishing vessels) is acceptable;
Radio License issued by the Estonian National Communication Board.

At the same time referring to the above mentioned Law of Ship Flag and Registers of Ships Act, Part 1, Law of Ship Flag, Chapter 1, Section 1 till Section 4, additional documents such as Classification Certificate etc. are required. Anyhow the official list of required documents put together by the Ministry of Transport and Communication contains only the above four items.

It should be mentioned that any registration procedure begins at the Register of Small Craft for obtaining the notice in respect of the name of the ship and it means that they practically require the same documents as required for registration of bareboat chartered vessels. For registration of the vessels under construction:
Notice confirming the main measures of the vessel issued by the National Maritime Board;
Notice of keel laying issued by a Classification Society or the National Maritime Board;
For a vessel under construction with 75% readiness a notice issued by the Estonian Maritime Administration that the name of the ship (or board number for fishing vessels) is cceptable.
Permanent Certificates of Registry have no expiration. All documents in a foreign language must be presented with a notarized translation into the Estonian language except Tonnage, Classification, and Passenger Certificates.

Bareboat Charter Registration

For bareboat charter registration into the Estonian flag, the charterer of the ship must submit the following list of documents to the Register of Bareboat Charterers of the Estonian Maritime Administration.

Original formal application (should be notarized);
Original of the bareboat charter agreement;
Original legalized consent of the foreign ship register for parallel registration of the ship. A translation into Estonian certified by a Notary is to be added;
Original of the B part of the card issued by the Estonian Commercial Register; Extracts from the passports of the members of board (only Estonian citizens) certified by a Notary are to be enclosed;
Formal questionnaire reflecting the results of technical inspection of the vessel;
Copy of the Tonnage Certificate certified by a Notary;
Photocopy of the classification Certificate;
Photocopy of the Passengers Certificate, in case of a passenger ship;
Photocopy of the Radio License.
Estonian vessels maintaining their class status may be bareboat chartered out of the registry to foreign charterers pursuant to Chapter 1, Section 20 and Section 21 of The Law of Ships Flag and Register of Ships Act, as follows.
If a seagoing vessel which, pursuant to Section 1 of this Act, is required to fly the national flag of the Republic of Estonia is transferred to a person for use in the person's own name for at least one year on the basis of a bareboat charter, and if the person is not a citizen of the Republic of Estonia resident in Estonia and does not have the right pursuant to Section 2 of this Act to fly the national flag of the Republic of Estonia on the person's ships, the Minister of Transport and Communications may permit the ship to be entered in the register of another state at the request of the owner, if this is permitted pursuant to the laws of the corresponding state. The maximum duration of such permit is two years. At the request of the owner the permit may be extended one year at a time. It is prohibited to fly the national flag of the Republic of Estonia at the stern during the term of the permit.

Upon application for a permit to fly the national flag of another state, the shipowner shall submit the following documents in Estonian or together with a notarised Estonian translation:
A petition of the shipowner with a notarised signature;
The written charter contract of the ship;
The consent of the foreign register of ships for dual registration;
The certificate of seagoing vessel, and the certificate of nationality if issued;
A receipt for payment of the state fee.

The permit specified in this section is valid as of the making of a notation in the ship register. A notation shall be made on the basis of a petition of the shipowner with a notarized signature to which the permit issued by the Minister of Transport and Communications and a receipt for payment of the state fee are appended.

Vessel and Yacht Eligibility & Survey Requirements

There are no age or tonnage restrictions for vessels. All Estonian vessels must be technically supervised by one of the internationally recognized classification societies at the owner's choice. The following societies are authorized to issue certificates in compliance with international conventions:
American Bureau of Shipping
Bureau Veritas
Det Norske Veritas
Lloyd's Register
Maritime (Russian) Register of Shipping
Registro Italiano Navale

Non-classed vessels registered at the Registration Departments of the above mentioned two courts or at the Register of Small Craft are submitted to the Ship Control Service.

Crewing

The Master of a ship flying the Estonian flag must be an Estonian citizen. Other crew members may be of other nationalities. Crew members that are Estonian citizens must possess a Seaman's Discharge Book. Crew members that are citizens of other nations must possess Certificates of Record of Service on Estonian Ships. Seaman's Discharge Books and Certificates of Record of Service on Estonian Ships are issued by the Marine Staff Division of the Estonian Maritime Administration.

Mortgages

A Law of Maritime Property Act was entered into force from July 1, 1998 and since that date a ship shall be deemed as an unmovable property.

Based on the Law of Maritime Property Act a ship may be encumbered with a maritime mortgage such that the person for whose benefit the maritime mortgage is established (mortgagee) has the right to satisfaction of the claim secured by the maritime mortgage against the pledged ship. A part of ship may be encumbered separately with a maritime mortgage if it is the share of a Co-owner. A part of the share of a Co-owner cannot be encumbered with a maritime mortgage. A maritime mortgage does not presume the existence of a claim to be secured. A ship under construction may be encumbered with a maritime mortgage.

To secure an action, a court may establish a maritime mortgage to the extent of the claim of the action, which shall be entered in the ship register as judicial maritime mortgage. If a claim is secured by a maritime mortgage on several ships or several parts of a ship, the claim may be satisfied against each ship or each part of a ship (combined mortgage), likewise a maritime mortgage may be divided into parts (partial mortgage). A shipowner may establish a maritime mortgage for the owner's benefit.
A maritime mortgage is created by the making of an entry in the ship register. A notarized agreement between the owner and mortgagee is required concerning the establishment of a mortgage for entry of the mortgage in the ship register. A maritime mortgage entry shall include the following information;
The mortgagee;
The monetary amount of the maritime mortgage;
The interest rate of the maritime mortgage, if it exists;
Collateral claims if they exist, and the monetary amount thereof;
The category of maritime mortgage if the mortgage is a combined mortgage.

If a ship is encumbered with several maritime mortgages, the ranking of the mortgages is determined by the time the entries are made, on the principle that the maritime mortgage entered earlier ranks higher. Ranking may be changed upon the notarized agreement of the mortgagees of the lowered and elevated maritime mortgages.

A maritime mortgage may be disposed of, including pledged or transferred, only by the mortgagee who is entered in the ship register. A maritime mortgage is extinguished by deletion of the entry from the ship register. A maritime mortgage is also deleted if the claim of the mortgagee is wholly or partially satisfied by way of a compulsory auction. If a mortagee discharges a maritime mortgage, the shipowner acquires the maritime mortgage. For discharging of a maritime mortgage, the mortgagee shall submit a notarized petition to the court on the basis of which an entry shall be made in the ship register.

During the existence of the maritime mortgage the consent of the persons concerned, with notarized signatures, is required for the deletion of a ship from the ship register. If a seagoing vessel loses the right to fly the national flag of the Republic of Estonia but the consent specified above is not obtained, a notation shall be made in the register of ships pursuant to which the ship loses the right to fly the national flag of the Republic of Estonia. The notation is equivalent to the deletion of the ship from the ship register, with the exception of the entries regarding restricted real rights, including maritime mortgage.

Fees

For more information, contact the Estonian Maritime Administration or the registration department of one of Estonia's county courts.

Contact

Estonian Transport Administration
Maritime Safety and Supervision Department
Valge 4
Tallinn
11413
Estonia

Phone
+372 6201 200
+372 5302 4258

Email
info@transpordiamet.ee

Company Formation
Initial steps for company formation are to be taken through Estonian Notary Public offices. There are approximately 60 offices in Estonia, and contact information is available through the Chamber of Notaries website.

Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91 
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG  Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW  Convention 78
STCW-F Convention 95
SAR  Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC  Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88

IMO Conventions

Status of Conventions Estonia

IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88 x
SOLAS Agreement 96 x
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72 x
CSC amendments 93 x
SFV Protocol 93
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95
SAR Convention 79 x
STP Agreement 71
Space STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72
London Convention Protocol 96 x
INTERVENTION Convention 69 x
INTERVENTION Protocol 73 x
CLC Convention 69 d
CLC Protocol 76
CLC Protocol 92 x
FUND Protocol 76
FUND Protocol 92 x
FUND Protocol 2003 x
NUCLEAR Convention 71
PAL Convention 74 x
PAL Protocol 76 x
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76 x
LLMC Protocol 96 x
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005 x
SUA Protocol 2005 x
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000 x
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007 x
HONG KONG CONVENTION x

x: Accession/ratification
d: Denunciation

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