Entrepreneurial consultations: company formation, an address and contact person services, accounting, VAT number, etc. specifically in Estonia, in EU.

Author: John Doe

Effectiveness of the e-Residency program

National Audit Office of Estonia report anno domini 2020.

Do the revenues of the e-Residency program exceed the expenses, and are the participants in the program law-abiding?

What did we audit?

In the audit, the National Audit Office assessed whether the e-Residency program encourages the e-Resident companies to bring income to Estonia:

  • control systems ensure that the participants in the e-Residency program are law-abiding;
  • sufficient platforms for business and services have been created for e-Residents, and
  • whether the major risks involved in the implementation of the e- Residency program have been mitigated.

Why is this important to taxpayers?

During the first five years of the e-Residency program (2014–2019), Estonia has granted e-Residency digital ID cards to more than 63,000 foreigners from 174 countries. Digital ID allows e-Residents to use the public e-services of both Estonia and other EU countries and create an Estonian company. It is important that the e-Residents using the e-services and pursuing commercial activities be law-abiding and that they bring income to Estonia. It is also essential that the risks involved in the implementation of the program are mitigated.

In the first five years, 15.7 million euros have been spent on the e- Residency program.

What did we find and conclude from the results of the audit?

According to the National Audit Office, the revenues of the e- Residency program have started to exceed the expenses by the end of the first five years of operation. However, control systems are deficient because foreigners with a valid criminal penalty and business ban can participate in the program.

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What should be written on the invoice and check?

From an accounting perspective for e-residents.

The COVID 19 pandemic has forced us to rethink many things. More and more services are moving online, some products are becoming services or disappear at all. However, accounting has already moved there. Essentially in full. We are no longer run around with plastic bags to take the bills and papers collected there to forward them to the accountant.

To this end, accounting has been driven by technological developments, but also, and above all, by the fact that people operate more and more local independently. It is simply not possible and also necessary to physically provide the basic accounting documents, documents confirming the transactions, etc. to an accountant. You scan the paper and email it to an accountant or directly to online accounting software.

Everything is comfortable, time, and nature saving. That must be the case.
But does each check fit? At the moment, we are not referring here to the fact that which source of expenditure is suitable to be entered in the accounts at all, which is a special advantage cost and which is not. No, that’s not what we mean. The question is in what form the source document, check or invoice must be drawn up. What information must it contain in order to be tip-top when viewed by the state. In order to prevent the evil uncles and aunts from the Tax and Customs Board to jumping on your back and shouting:” This is not a suitable basic document and we are forced, according to the law, to apply a special preferential tax with interest!”.

Ok, then let’s look at the law.

Estonian accounting Act § 7. Source documents

(1) An accounting source document is a certificate in which content and format shall, if necessary, allow a competent and independent party to demonstrate the circumstances and veracity of the occurrence of a business transaction.

(2) Unless otherwise provided by law or regulation issued on the basis thereof, a source document shall contain at least the following information concerning a business transaction:
1) time of occurrence;
2) description of economic content;
3) figures, for example, quantity, price, and amount.

(3) If the counterparty of an accounting entity is an accounting entity, state accounting entity or foreign legal person, an invoice concerning the transfer of goods or provision of services shall contain in addition to the items specified in subsection (2) of this section also the invoice number or other identification and the information enabling to identify the parties to the transaction.

So then, for example, the invoice is paid for by the company or credit card of the company, the bus ticket is associated with the employee’s commuting, the parking ticket has the company car number, etc. Under the Income Tax Act, a transaction is certified by a proper source document. If the source document is not eligible, the distribution is taxed as a non-business expense.

If the content of the transaction indicated on the expense document does not allow the conclusion to be drawn that the business is related to expenditure, the taxpayer must provide additional evidence to prove the transaction. In the cost document, initially missing information may be added; in any case, the document must show what the content of the transaction (including figures) was, the date of the transaction, the invoice number and who were the parties to the transaction.

What about VAT?

Section 37 (7) of the Value Added Tax Act stipulates the requisites which must be present on the document on the basis of which the input tax is deducted.

There is no deduction of input tax on cashier’s checks, no matter what information the company enters there. In exceptional cases, input VAT may be deducted on the basis of a simplified invoice.

The recipient’s information may not be invoiced in the case of the provision of a passenger transport service, the issue of an invoice through a parking machine, an automatic gas station payment terminal, or similar equipment. When receiving a simplified invoice, the taxable person who has purchased the goods or services has to enter his name and tax identification number on the invoice. The deduction of input tax on a simplified invoice also requires the trader to prove that the service has been acquired for the taxable business.

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Whether and what rights the registered place of residence gives?

There is a widespread belief that registration of a residence gives rights to an apartment or house registered as a residence.

However, this is not the case, and simply registering as a residence does not give the right to use the dwelling. In order to use the dwelling, a tenancy agreement must be concluded with the owner and the owner of the property has the right to decide who is registered to live in the apartment or house he owns.

The registration of the place of residence thus has no effect on the property and it is necessary to consult a notary to acquire the property. A property owner is a person who, as the owner, is entered in the land register and only the owner of the property has extensive rights over the property.

However, the registration of a place of residence in the population register has significance for the electoral region, in the distribution of taxes between the state and the local government, and gives the local government the right to receive social services from the city or rural municipality of the registered place of residence. For example, benefits such as a ranch allowance or a funeral allowance and a pensioner living alone are paid on the basis of a registered place of residence, and, for example, residents of Tallinn are entitled to free public transport in the city.

In addition, the correctness of the registered place of residence is also important for the state to enable the planning of social services and infrastructure.

Although registration of residence does not confer rights in private relationships, such as the relationship between a landlord and a tenant, registration gives different rights in relation to the state and local governments.


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An easier and cheaper way to sell a part of a private company?

The buyer and the seller usually go to a notary to sell the share of the private limited company, conclude a sales contract with the notary, and in addition to the purchase price, a notary fee is also paid, which may depend on the price. However, such a way of selling is not the only way to dispose of a share; the law also provides for a simpler and cheaper alternative.

Registration of a share in the ECSD

The shareholder can register the share of the private limited company in the Estonian Central Register of Securities (similarly to the shares of a public limited company, which are automatically registered), after which it is sufficient to sell securities to sell and buy orders to their banks. Although it is sufficient to make securities orders for the disposal of a part, it is advisable to draw up a simple written sales contract specifying the essential terms of the sale.

The registration of the share of a private limited company in the ECSD requires the adoption of the respective resolution of the shareholders / sole shareholder and subsequent submission of the decision together with the respective application and the list of shareholders to the ECSD.

Securities account required

In order to register a share, each shareholder of the private limited company must have a securities account in which his share is transferred. Securities account can be opened at any bank operating in Estonia e. an account manager. In order to open an account, the bank must fill in the necessary documents, the bank employee shall enter the account opening information in the ECSD and archive the basic documents for opening the account. If the shareholder already has a securities account, then obviously it will not be necessary to open a new company for registration in the ECSD and the registration in the ECSD can also be done digitally.

Sale of part of a securities transaction

The transfer of the part from the seller to the buyer shall be effected by giving the relevant securities transaction orders. The seller gives his securities account manager a transaction order, specifying the part to be sold, the type and price of the transaction, and the date of the transaction, and the buyer also gives his securities account manager an order to accept the transaction.

The easier and cheaper way to sell a part of a private limited company – register part in the ECSD. The transaction orders submitted by the seller and the buyer must be in accordance with each other, i. contain the same information as regards the part, the form of the transaction, the price and the date.

There are two types of securities transactions – unpaid transactions and transactions against payment. In the case of a transaction for payment, the money is automatically transferred from the buyer to the seller during the transfer of securities. If the buyer’s bank account does not have enough cash at the time of the transaction, there will be no transfer of securities. In the case of an unpaid transaction, there will be no automatic cash settlement from the buyer to the seller during the securities transfer. If the parties to the transaction have agreed to pay for the securities but make the transfer in the form of payment without payment, they must pay the purchase price as mutually agreed (for example, bank transfer or cash). Traditionally, a transaction is executed against a payment that guarantees the protection of the interests of both parties.

Advantages of selling part through ECRS

Some of the benefits of conducting a sale through the ECSD are legal certainty, flexibility, and cost and time savings. The purchaser of securities registered in the ECSD (eg shares or units) has at least as much legal protection as the purchase of a registered immovable on the basis of an entry in the land register.

As there is no need to go to a notary to transfer the share registered in the ECSD, there is no obligation to pay a notary fee, which, depending on the purchase price, can be a significant saving. At the same time, the transfer of the share registered in the ECSD is not without costs. The share registration fee is 30 EUR + VAT in the ordinary procedure and 100 EUR + VAT in the urgent procedure, the minimum fee for the security is 12 EUR + VAT. In addition, bank charges may apply and a transaction fee will be payable to the bank when selling and transferring securities. In case of sale of a lower value part, the transfer of the share in the ECSD may not be a saving, but in case of sale of a higher value part, the saving may be significant.


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Estonia expanding e-residency scheme

The small European nation of Estonia is looking to expand its global influence through an “e-residency” program, allowing anyone worldwide to apply to become an e-resident of the country and set up a company there.

This would mean that people outside the EU could set up an Estonian company over the internet and gain easy access to the European market. E-residents of the Baltic country have access to all the digital government services of a state that prides itself on being a pioneer of e-government.

E-residency must be applied online. Confirmed applicants will then need to pick up an e-residency card at an embassy or pick-up location which currently is in Beijing or Singapore. But, according to Arnaud Castaignet, the head of international public relations of Estonia’s e-residency program, the country is planning to open an e-residency center in Bangkok soon.

“We are targeting Thailand because it is a major tourism destination and Bangkok is a rising startup hub with amazing co-working spaces,” Mr Castaignet said. “Also Thailand, especially Chiang Mai, is the capital for digital nomads, a group that would greatly benefit from our program.”

The scheme is popular in countries like Ukraine, Russia, and Turkey — places that are adjacent to the EU but not members of the common market.

Mr. Castaignet wants to promote the program in Asia, especially with digital countries looking to find a way to open up operations in Europe. He said many companies maintain registration in their home country and use the Estonian e-registry system to open operations in Europe.

“Many emerging countries lack access to financial services and access to venture capital,” Mr. Castaignet said. “By registering a company in Estonia, startups can gain access to EU funds and accelerator programs.”

Registering as e-resident costs €100 (3,492 baht), while registering a company in Estonia costs €190. So far, 58,000 people from 160 countries have registered as Estonian e-residents, registering 7,000 firms. Registration requires a background check, mainly to ensure the applicant is not involved in funding terror or other serious crimes.

Estonia taxes dividends on registered companies but does not tax any profits invested back into the company. In 2018, Estonia made €10 million from the scheme. This year it expects €15 million.

“The program is not really about earning money for Estonia, but about expanding our soft power, especially in the digital world,” Mr. Castaignet said. “We are only a country of 1.4 million people, and this is a way to make an impact far above our size.”

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