What is the main source of law authorising this entity form?

Commercial Code (äriseadustik).

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

A private limited company possesses a separate legal personality from that of its shareholders or related parties;

(Maximum) period of existence

Private limited companies have perpetual duration;

Governing document(s)

A private limited company is governed upon founding by the memorandum of association and as an annex to that document the articles of association, which after foundation becomes the main governing document of the company;

Liability of incorporators / shareholders

Shareholders are not personally liable for the obligations of the private limited company;

(Governing) bodies

A private limited company is usually governed by its management board (unless in addition a supervisory board is prescribed by the articles of association).

Other particularities

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

Private limited companies can enter international transactions.

A private limited company may merge with another limited liability company founded on the basis of the law of another State which is a Contracting Party to the EEA Agreement (hereinafter Contracting State), which conforms to the requirements provided in Article 2.1 of the Directive 2005/56/EC of the European Parliament and of the Council of on cross-border mergers of limited liability companies (OJ L 310, 25.11.2005, p. 1–9) and whose registered office, location of the management board or principal place of business is in a Contracting State.

A private limited company may be divided by distribution or separation in such manner that the recipient company is a limited liability company governed by the law of a Contracting State, specified in Annex II of Directive (EU) 2017/1132 of the European Parliament and of the Council relating to certain aspects of company law (codification) (OJ L 169, 30.6.2017, p. 46–127), whose registered office, location of the management board or principal place of business after the division is in a Contracting State.

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

A private limited liability company cannot be publicly listed or held. The type of entity, that is publicly listed or held or has its securities issued to the members of the public, is a public limited company. Generally, it is possible to transform a private limited company into a public limited company, if at least two-thirds of the votes represented at the meeting of shareholders are in favour, and the articles of association do not prescribe a greater majority requirement.

Can this type of entity be used for a non-profit or charitable organization?

A private limited company cannot be used for a non-profit organization, as the company is allowed to distribute dividends. An alternative type of organization that is primarily used for non-profit purposes is a non-profit association (mittetulundusühing), the foundation of which is authorised by the Non-profit Associations Act.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

Main documents required for establishing a private limited company at a notary’s office:

• memorandum of association;
• articles of association;
• application;
• information on the communication devices of the company;
• ultimate beneficial owners (UBO’s) of the company.

If the share capital is over 50,000 euros, the following is also required:

• bank certificate regarding deposit of share capital;
• certificate regarding payment of state fee.

Involvement of notary, company register, governmental authorities

There are two ways of registering a private limited company:

• electronic registration;
• through a notary.

Electronic registration

Private limited companies may be established in an expedited procedure. In such cases, all the necessary documents are submitted to the commercial register electronically and authenticated with digital signatures. Therefore, it is required, that all persons related to the establishment of the company are able to sign all the necessary documents digitally.

It is not possible to establish the company electronically, if the contribution of the company’s share capital is non-monetary or if the founders of the company are unable to digitally sign documents.

When establishing a private limited company in expedited procedure, document templates may be used that are available in the information system of the commercial register. In such cases, the template of the articles of association replaces the notarised memorandum of association and the articles of association annexed thereto.

Registering a company through a notary

In case the electronic registration is not an option, a private limited company can be established at a notary’s office. The memorandum of association and the articles of association approved thereby are required to be notarised. The notarised consent of all members of the management board to being a member of the management board must be enclosed to the application for entry in the commercial register, unless such consent is included in the application.

Passive legal capacity of the company arises upon its entry in the commercial register.

Timing (estimate)

The registrar will review the petition for entry within 5 working days from its arrival and in expedited procedure, by no later than the next working day from its arrival.

Main costs, including registration and similar fees (excluding legal fees)

Costs

The state fee for the registration of a private limited company is 200 euros. In case of registration via the e-commercial register electronically in an expedited procedure, the state fee payable is 265 euros.

When establishing a private limited company at a notary’s office, a notary’s fee must be paid in addition to the state fee for the registration. The exact amount of the notary’s fee depends on the size of the share capital and the number of founders.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

Description of the anticipated business or purpose of the entity

It is required to choose the principal activity of the company by using the official Estonian Classification of Economic Activities.

Minimum number of incorporators / shareholders and residency requirements

The minimum number of incorporators/shareholders is one (1) and the number of possible shareholders is unlimited. There are no nationality or residency restrictions. However, due to AML reasons it might be complicated to obtain a bank account for a company owned by foreign UBO-s.

Minimum number of directors (or other applicable officers) and residency requirements

A private limited company is required to have at least one (1) management board member. There are no nationality or residency restrictions for the management board member. However, if the registered company’s address is abroad, a contact person must be designated to whom the procedural documents of the legal person and the declarations of intent addressed to the legal person may be delivered in Estonia. In this case, only a notary, advocate, owner of a law firm, sworn auditor, audit firm, tax representative of a non-resident for the purposes of the Taxation Act or a provider of trust and company services specified in § 8 of the Money Laundering and Terrorist Financing Prevention Act may be designated a contact person.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

There is no statutory requirement for a minimum share capital. When setting up a private limited company, the founders are free to decide how much capital they need. However, the founders of a private limited company are liable for any damage caused to the company by the incorrect assessment of contributions or the start-up costs. If the amount of the share capital decided on is lower than EUR 2,500 and the bankruptcy proceedings are terminated by abatement without declaring bankruptcy, the court will, at the request of the interim trustee, order the shareholder to pay an amount between the share capital of the private limited company and EUR 2,500, if the trustee fails to satisfy their claim for fees and expenses at the expense of the other assets of the debtor.

Upon incorporation, the share capital must be paid in full, as a monetary or non-monetary contribution, before the company is registered. In the case of monetary contribution, upon foundation the founders must open a bank account in the name of the private limited company being founded, into which they shall pay their monetary contributions.

Proof of a monetary contribution must be provided to the commercial register if the contribution exceeds EUR 50,000. If the contribution is less than EUR 50,000, it is sufficient for the management board to confirm that the contribution has been paid to the private limited company.

In the case of non-monetary contribution, the contribution to the share capital may be, for example, made in the form of equipment, computers, or other assets the financial value of which can be determined. The contract for the transfer of the contribution to the private limited company must be provided to the commercial register, together with documents proving the value of the contribution. Generally, the sufficiency of the value of the object of the contribution is evaluated by the management board of the private limited company. The value of the non-monetary contribution must be assessed by an auditor, if the share capital of the private limited company is at least EUR 25,000 or if the nominal value of the share received by way of a non-monetary contribution is at least EUR 25,000.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

Without the physical presence of the incorporators, it is possible to incorporate a company electronically (as described in Question 8.) or via a notarised power of attorney. However, a bank account cannot be opened via a notarised power of attorney.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

There is no company tax identification number in Estonia. An 8-digit company registration code is issued upon registration of the company at the commercial register. If the planned annual turnover of the private limited company exceeds over EUR 40,000 per calendar year, it is required to register the company with the Estonian Tax and Customs Board as a VAT payer. If the turnover fails to exceed the aforementioned threshold, the company is still registered as a VAT payer for that year and the company can deregister for the next year.

What is the title of the applicable company registry?

The commercial register is the state register kept by the registration department of Tartu County Court, containing information on the enterprises of sole proprietors and companies.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

In order to enter a private limited company in the commercial register, the management board must submit a petition to the commercial register which shall set out the following information:

• the business name of the private limited company;
• the registered office, address and e-mail address;
• the amount of share capital;
• the date of the memorandum of association;
• the date of the articles of association;
• the names and personal identification codes of the members of the management board;
• the beginning and end of the financial year of the private limited company.

The following shall be appended to the petition:

• the memorandum of association;
• the articles of association;
• a notice of a credit institution or payment institution concerning the payment of share capital if the contribution is over EUR 50,000;
• names, personal identification codes or registry codes of shareholders, and the nominal value of the share of each shareholder;
• the names, personal identification codes and e-mail addresses of the members of the supervisory board, and of auditors, if the company has auditors and, in the case of expedited procedure, also their digitally signed consent to become a member of the supervisory board or an auditor, if any;
• where it is not included in the petition for entry, the consent of all members of the management board to become a member of the management board, certified by a notary, and a certification that no circumstances arise which pursuant to law preclude being a member of the management board;
• the information on the planned principal activity;
• upon payment of a non-monetary contribution, the agreement for transfer of the contribution to the private limited company and the certification of the management board regarding the fact that the contribution has been transferred to the private limited company and its value covers the nominal value of the share, and also, in the cases where the share capital of a private limited company is at least 25,000 euros or has been received on account of a non-monetary contribution or the nominal value of the share to be increased is at least 25,000 euros, a sworn auditor’s report concerning the verification of the valuation of the sufficiency of the value of the non-monetary contribution;
• the e-mail address and other telecommunications data (telephone and fax numbers, Internet website address, etc.) of the private limited company.

Other information or documents might be necessary by law, depending on the specifics of the company being founded.

Entries in the commercial register are public. Everyone has the right to examine the card register and the business files, and to obtain copies of registry cards and of documents in the business files. The cards’ register data, articles of association and financial reports of companies are accessible from the commercial register over the internet.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

The management board (juhatus) is the managing body of the limited company which represents and directs the company. The responsibility of the management board is to manage the affairs of the company in the company’s best interest. If the management board has more than two members, the members of the management board shall elect a chairman of the management board from among themselves, who shall organise the activities of the management board. A member of the management board must be a natural person with active legal capacity.

If the private limited company has a supervisory board, the management board must adhere to the lawful orders of the supervisory board and must present an overview of the economic activities and economic situation of the private limited company to the supervisory board at least once every four months. After the end of a financial year, the management board prepares the annual report pursuant to the procedure provided for in the Accounting Act.

How are the members of the executive body appointed, dismissed and replaced?

A member of the management board is elected for an unspecified term unless the articles of association prescribe a term. Members of the management board are elected and removed by a resolution of the shareholders. If the private limited company has a supervisory board, the members of the management board are elected and removed by the supervisory board.

A member of the management board may resign from the management board regardless of the reason by giving the notice thereof to the body that appointed him or her or be removed upon a resolution of the shareholders regardless of the reason.

Is it possible to appoint corporate directors or must all directors be natural persons?

No, all members of the management board must be natural persons with active legal capacity.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

There is no requirement by law to have non-executive directors.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

Shareholders (osanikud) have the right to adopt resolutions at a meeting of shareholders or without a meeting, following the procedure pursuant to the Commercial Code and the articles of association. The following is a non-exhaustive list of actions that shareholders or their proxies are competent to vote on:

• amendments to the articles of association;
• increasing or reducing share capital;
• electing and removing members of the supervisory board or the management board, if the company does not have a supervisory board;
• approving the annual report and distributing profit;
• deciding on dissolution, merger, division or transformation of the private limited company.

The shareholders may also adopt resolutions on matters within the competence of the management board or supervisory board. In such case, the shareholders shall be liable in the same manner as members of the management board or supervisory board.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

Generally, majority and quorum requirements can be changed in the articles of association, but they cannot be set lower than the requirements set in the Commercial Code.

Pursuant to the Commercial Code, a meeting of shareholders is competent to adopt resolutions if the represented votes at the meeting represent over one-half of the shares. A resolution of the shareholders shall be adopted if over one-half of the votes represented at the meeting of shareholders are in favour.

For adopting a resolution on amendment of the articles of association, at least two-thirds of the votes of the shareholders who participate in the meeting is necessary.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

A private limited company has a supervisory board if prescribed by the articles of association, meaning that there is no legal requirement to have a supervisory board. Members of the supervisory board are selected by the shareholders. A member of the management board is not allowed to be a member of the supervisory board.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

At the end of each financial year, the management board of a private limited company prepares an annual report, which consists of the annual accounts and the management report. If the private limited company is registered as a VAT payer, a monthly reporting obligation applies. The financial reporting must be in compliance with the requirements provided for in the Accounting Act and one of the following two financial reporting standards:

• the Estonian financial reporting standard;
• the international financial reporting standard adopted by the European Commission pursuant to the procedure provided for in Regulation (EC) No 1606/2002 of the European Parliament and of the Council on the application of international accounting standards (OJ L 243, 11.09.2002, p. 1–4).

The management board submits the annual report and the profit distribution proposal to the shareholders. If the private limited company has an auditor, the sworn auditor's report shall be appended to the annual report. If the private limited company has a supervisory board, the report of the supervisory board shall be appended to the annual report. Approval of the annual report is decided by the shareholders.

The management board submits the approved annual report together with the proposal for the distribution of profit or the covering of loss, the division of the sales revenue and the sworn auditor’s report, if auditing is compulsory, to the commercial register within six months after the end of a financial year.

Is the entity permitted to determine its own financial year?

Yes. In addition, when a company is established, dissolved, or the beginning date of the financial year changed, the financial year may in these exceptional cases be shorter or longer than 12 months, but not longer than 18 months.

Is the entity subject to any statutory (external) auditor obligations?

A sworn auditor’s report must be appended to the annual report if a company is required to undergo an audit pursuant to the Auditors Activities Act or the articles of association of the private limited company.

The Auditors’ Activities Act foresees two main areas of auditor activities - audit and review – which are defined as:

• an auditor’s assurance service provided in adherence to the standards on auditing established or approved on the basis of the Act;
• and the object of it being the historical financial information prepared by the responsible body of the client on the basis of the suitable criteria.

An audit of the annual accounts is compulsory for private limited companies, whose annual accounts at least two of the indicators of the financial year exceed the following conditions:

• sales revenue or income of EUR 5,000,000 and more;
• balance sheet volume of EUR 2,500,000 and more;
• average number of employees is at least 50;
• (The average number of employees is calculated by converting the number of people who worked for the company during the year to full-time equivalents. For example, if the company had one full-time employee and two part-time employees during the year, the average number of employees is two. To find the average number of employees per year, an average for each month of the financial year must be calculated. To do this, the total calendar time worked by employees is calculated in days and divided by the number of days in the calendar month. Interns and seasonal workers who receive remuneration are also counted as employees.)

or at least one of the indicators of the financial year exceeds the following conditions:

• sales revenue or income EUR 15,000,000;
• total assets as of the balance sheet date EUR 7,500,000;
• average number of employees 180 people.

A review of the annual accounts is compulsory for a private limited company, in whose annual accounts at least two of the indicators of the financial year exceed the following conditions:

• annual net sales of EUR 2,000,000 and more;
• balance sheet volume more than EUR 1,000,000,
• average number of employees is at least 24; [Note to Multilaw: how’s this average calculated?];

or at least one of the indicators of the financial year exceeds the following conditions:

• sales revenue or income EUR 6,000,000;
• total assets as of the balance sheet date EUR 3,000,000;
• average number of employees 72 people [Note to Multilaw: how’s this average calculated?].

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

There are no requirements by law to appoint other persons.

In specific cases, pursuant to EU GDPR regulation, appointment of a data protection officer is required, if the core activities of the private limited company consist of processing operations which, by virtue of their nature, scope and/or their purposes, require regular and systematic monitoring of data subjects on a large scale or processing of special categories of data or personal data relating to criminal convictions and offences on a large scale.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

The title designated for ‘ownership interests' is shares.

Are different classes of ownership interests possible? If so, what are some examples of different classes?

Shares may have the same or different nominal values. Pursuant to articles of association, different rights may arise from shares. Shares with the same rights form one class of shares.

Examples of the types of rights that are commonly regulated with different classes of shares:

• rights for dividends;
• liquidation preferences;
• voting rights.

What documentation is required for the transfer of ownership interests?

Unless a different procedure is prescribed for transfer of a share in the articles of association, a shareholder may freely transfer their share to another shareholder. The required documentation for the transfer of shares depends on the articles of association of the company, as by the Commercial Code a disposition for the transfer of a share must be notarised, but it is possible to waive this requirement in the articles of association. A more in-depth explanation for this distinction is provided under the question below.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

By the Commercial Code, a disposition for the transfer of a share must be notarised. The notary who authenticates a disposition for the transfer of a share sends a notice concerning the transfer of the share to the registrar of the commercial register within two days after authentication of the contract. Transfer of a share is deemed to have taken place as of making an entry in commercial register in the list of shareholders.

The list of shareholders is maintained in the commercial register and the data on the shareholders are entered in the registry card of the private limited company. The management board must immediately inform the commercial register about any changes in the data on the shareholders, unless a notary sends a notice regarding a change.

However, if the share capital of a private limited company is at least 10 000 euros and fully paid in, the formal requirement for the disposition for the transfer of a share to be notarised can be waived in the articles of association and it can be prescribed, that a disposition for the transfer of a share shall be at least in a format which can be reproduced in writing. This way, the transfer of a share is deemed to have taken place and the shareholder is deemed to have changed after the private limited company has been notified about the transfer and the transfer of the share has been evidenced. A shareholder must immediately notify the management board of any change in the data on the shareholder. The management board of the private limited company amends the list of shareholders as appropriate arising from the transfer immediately upon receiving the notice of the transfer and must immediately notify the commercial register of the change in the data in the shareholder.

In addition, in case the list of shareholders is maintained by the registrar of the Estonian register of securities, the formal requirement for the disposition for the transfer of a share to be notarised does not apply to the transfer of shares.

Are there any applicable stamp duties imposed when transferring ownership interests?

A state fee of EUR 25 must be paid for the entry of an amendment of shareholders of a private limited company in the commercial register. This fee is paid by the company. In addition, a notary fee must be paid for the disposition of the transfer of a share to be notarised, unless the notarisation requirement has been waived in the articles of association.

How are shares issued? (including information on payment obligations, registration requirements)

Upon the registration of the company, shares are issued pursuant to the memorandum of association. Payment for share may be monetary or non-monetary. A share must be paid for in money unless the articles of association prescribe payment by a non-monetary contribution. The founders must pay for the shares in full before submission of a petition for entry of the private limited company in the commercial register.

Shareholders of the company can adopt a resolution to increase share capital, if at least two-thirds of the votes of the shareholders who participate in the meeting are in favour, unless the articles of association prescribe a greater majority requirement. Upon increase of share capital, a shareholder has the pre-emptive right of subscription for the shares to be issued in proportion to the shareholder’s share unless the resolution on increase of share capital prescribes otherwise.

The management board must submit a petition to the commercial registry for entry of the increase of share capital in the commercial register. Share capital shall be deemed to be increased and the rights arising from the newly issued or increased portion of shares shall be deemed to have arisen as of the making of such entry in the commercial register.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

A payment for a share can be non-monetary, if the articles of association prescribe payment by a non-monetary contribution. The non-monetary contribution may be made in the form of assets, the financial value of which can be determined.

Generally, the sufficiency of the value of the object of the contribution is evaluated by the management board of the private limited company. The value of the non-monetary contribution must be assessed by an auditor, if the share capital of the private limited company is at least EUR 25,000 or if the nominal value of the share received by way of a non-monetary contribution is at least EUR 25,000.

The articles of association may prescribe the right of the private limited company to issue shares for a price exceeding their nominal value (premium). In this case, the shareholder is also required to pay the premium.

Partially paid shares are not permitted. Upon issue of a share, a share must be paid for in full, otherwise the ownership of the shares is not transferred to the payer.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

A private limited company is generally not allowed to acquire or take as security its own shares, except for specific cases provided by the law. The private limited company’s own share does not grant the private limited company any rights of a shareholder.

In addition, a private limited company is not permitted to acquire or take as security its own share, the contribution for which has not been completely paid. The management board may, subject to a resolution of the shareholders, be granted the right to extend a subscription term or to cancel shares which are not subscribed for during the subscription term. The management board may exercise such right within fifteen days after the end of the subscription term.

Shareholders can adopt a resolution on a reduction of share capital if it receives at least two-thirds of the votes of the shareholders who participate in the meeting, unless the articles of association prescribe a greater majority requirement. The management board shall submit a petition for entry of a reduction of share capital in the commercial register not earlier than three months after publication of the notice of share capital reduction, unless a notice on reduction of the share capital need not be published. The share capital shall be deemed to be reduced as of the making of such entry in the commercial register.

If upon a reduction of share capital there is a desire to reduce the nominal values of shares or to cancel shares other than proportionally with regard to each share, the corresponding resolution shall be adopted if, at least two-thirds of the votes of the shareholders who participate in the meeting are in favour and the resolution is supported by the shareholders whose shares are disproportionately cancelled compared with other shares, or the nominal values of whose shares are disproportionately reduced.

The management board must, within fifteen days after adoption of a resolution on reduction of share capital, send a notice concerning the new amount of share capital to the known creditors of the private limited company who have claims against the private limited company which predate the adoption of the resolution on reduction of share capital. The management board must publish a notice concerning a resolution on reduction of share capital in the publication Ametlikud Teadaanded and invite all creditors to submit their claims. The notice must indicate, that creditors are to submit their claims within two months. Share capital may be reduced without the notification of creditors, if the share capital is being reduced in order to cover a loss of the private limited company. In this case, the profit of the private limited company and the legal reserve are not sufficient to cover a loss and the company has no other reserves.

Any requirements with respect to distributions to shareholders?

Dividends may be paid to the shareholders from net profit or from retained profit from previous years, from which losses from previous years have been deducted, based on the approved annual report. Payments cannot be made to shareholders if the net assets of the private limited company, as apparent from the annual report approved at the end of the previous financial year of the private limited company, are less than or would be less than the total of share capital and reserves which pursuant to law or the articles of association cannot be paid out to shareholders.

There is no obligation by law to pay dividends, as dividends are paid pursuant to a resolution of the shareholders. It is possible to pay dividends disproportionally to the nominal value of the shareholders’ shares, if such a right is prescribed in the articles of association. A shareholder has the right to demand payment of a dividend prescribed by a resolution of the shareholders.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

The shareholders of private limited company may adopt a shareholders agreement. The purpose of such an agreement is to regulate the relations of shareholders in the management of the company and to ensure the stability of the shareholders. For example, a shareholders agreement can contain regulations regarding:

• the management of the company;
• the transfers of shares;
• intellectual property, non-compete and confidentiality;
• distribution of dividends.

A shareholders agreement can contradict the company’s articles of association and stipulate, that the shareholders agreement takes priority in the event of a conflict.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

Companies must follow the statutory requirements related to the submission of the financial statements to the commercial register and the tax authorities.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

The Standard Corporate Income Tax (CIT) rate is 22%. All undistributed corporate profits are tax exempt. Distributed profits are generally subject to the 22% CIT at 22/78 of the net amount of profit distribution. From 1st of July 2025, the standard VAT rate is 24%. There is no national versus local distinction.

Summary of any specific matters, e.g. recent or prospective major legal developments

In 2023 and the first quarter of 2024 long-planned amendments to the Commercial Code entered into force. Therefore, substantial changes to the Commercial Code are not anticipated in the near future.