Q: Can I upgrade or switch between packages (ONE, TWO and THREE)?

Yes. You can easily upgrade or switch between Package ONE, TWO, and THREE at any time to meet your business needs. This can be done directly in our Customer Area (self-service portal) , without extra paperwork. Upgrading is a convenient way to add services as your company grows—for example, moving from a registered address-only (Package ONE) to a full compliance bundle that includes an authorised contact person (Package TWO) or additional business support services (Package THREE).

Question 1

Why there is a need for the address?

John Doe · Accepted Answer

As a physical or juridical person, the utilization of an address is essential for various reasons.

All addresses we provide are located in real, physical premises, fully serviced business buildings in central Tallinn.

Having a reliable address—whether you are a private individual or a legal entity—is more than a formality in Estonia:

Who needs it	Why it matters	Typical uses
Natural persons (individuals)	• Receive letters, small parcels, bank cards, and official notices. • Fulfil the statutory requirement to state an address when founding a company (including for e-residents).	① Register a new Estonian company. ② Receive government or banking correspondence. ③ Keep personal and business mail separate.
Legal persons (companies, NGOs, partnerships)	• Mandatory “registered office” for the Commercial Register. • Boosts credibility with banks, investors, and customers. • Ensures a fixed location for service of legal documents.	① List on the Commercial Register and invoicing documents. ② Collect licences / permits that require a local address. ③ Receive official letters, court notices, and parcels.

Compliance & risk management

Estonian law (Commercial Code §63) obliges every company to maintain a local address for legal notices.
Certain regulated activities (e.g. fintech, crypto, FTS licences) require an in-country address before an application will be processed.
A dedicated address helps you avoid missed deadlines, fines, or dissolved-by-court actions triggered by undelivered mail.

Professional image
Publishing a recognised business address—rather than a home or foreign location—signals permanence and transparency, especially to EU-based partners and payment providers.

Bottom line
An address is not just somewhere to “park” mail or just a mailbox; it is a legal safeguard, a credibility booster, and a practical tool for staying organised—whether you are launching your first Estonian company or scaling an established enterprise.

Question 2

Where are the suggested addresses located?

John Doe · Accepted Answer

We currently provide two premium, city-centre business addresses in Tallinn, Estonia (EU).

Both locations are situated in prime commercial districts, recognised by local authorities, banks, and service providers. All addresses we provide are located in real, physical premises, fully serviced business buildings in central Tallinn. As our business grows, we may add or replace addresses, but you’ll always receive advance notice and the same level of service at any new location. Juhkentali 8, Tallinn 10132 Tornimäe 7, Tallinn 10145

Question 3

What ID cards can be used?

John Doe · Accepted Answer

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

Estonian ID card
Estonian e-Residency card
Estonian Smart-ID
Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it's important to stay informed of any updates.

Additional info: https://www.youtube.com/watch?v=qPIxhFZcP_Y&t=18s

Question 4

How to add or change address in the business registry?

John Doe · Accepted Answer

The address must always be up to date.

The address must be updated whenever your company’s legal address changes or you lose the right to use it. The address recorded in the Commercial Register must always remain valid for receiving official notices.

Changing the address of an existing company

Prepare an amendment application in the e-Business Register.
Is the new address in the same municipality?
- Yes → Submit the application only. No state fee, no extra documents.
- No (different city/county) →
  - Adopt amended Articles of Association (AoA) at a shareholders’ meeting.
  - Upload the signed AoA and the meeting minutes/shareholders’ resolution.
  - Pay the state fee shown in the e-service.
Pay the fee instantly via Estonian bank link (or use the bank details and reference number displayed at check-out). The Register will not process your filing until the fee is received.
Need help? If you encounter a payment issue, let us know—we will settle the fee on your behalf at no charge.

Adding the address during company formation

In the e-Business Register formation wizard, the founder enters the address once; it automatically appears in the foundation decision, the AoA, and the future registry card.
You can choose our address from the drop-down list or enter it manually—full instructions are included in your order confirmation.

Only a management board member who holds a valid Estonian ID card, Mobile-ID, Smart-ID, or e-Residency card may submit the address change online.

Each required signer must have the same form of digital ID; if an owner or other authorised person lacks it, the change can still be completed either by granting a notarised power of attorney or by appearing in person before an Estonian notary.

You can download detailed step-by-step guides from your order confirmation, and if you can’t find them, we’ll resend them right away. Our team will guide you through every step—from drafting the minutes to uploading the files—so your Tallinn business address is listed on the registry card without delay.

Question 5

How the certificate/s will provided?

John Doe · Accepted Answer

Will be provided upon order or subscription renewal.

The address and/or certificate is issued automatically once your order is confirmed—or whenever your subscription renews—and emailed as a PDF to the e-mail address you provided at checkout.

If you can’t locate the message (including in your spam or promotions folder), just let us know, and we’ll resend the certificate right away.

The certificate is not an official document; it can be used in illustrative ways.

Question 6

How do get a post from the address?

John Doe · Accepted Answer

Service level varies by package.

Your mail is handled primarily via Omniva.ee, with DHL arranged on request, and every forwarded item receives a tracking code that we share with you by e-mail.

Package ONE – Each letter is opened, scanned or re-posted as agreed, and small parcels are forwarded to your chosen address.
Packages TWO & THREE – A fixed quota of letters and small parcels is included at no extra charge; once that limit is reached, additional items are forwarded at the current Omniva or DHL rate.

As soon as we receive a letter or parcel, we scan or ship it according to your instructions and send you the tracking code. Before we ship anything, we confirm the exact postage cost with you.

Question 7

Can I upgrade or switch between packages (ONE, TWO and THREE)?

John Doe · Accepted Answer

Yes.

You can easily upgrade or switch between Package ONE, TWO, and THREE at any time to meet your business needs. This can be done directly in our Customer Area (self-service portal), without extra paperwork.

Upgrading is a convenient way to add services as your company grows—for example, moving from a registered address-only (Package ONE) to a full compliance bundle that includes an authorised contact person (Package TWO) or additional business support services (Package THREE).

Question 8

Are the address unique for each company?

John Doe · Accepted Answer

Multiple companies can legally share the same registered office address in Estonia.

Since we provide registered office services to many clients, the address is not unique to one company.

This is a standard and fully compliant practice for virtual office and corporate service providers, and the address can be used for official correspondence and Commercial Register purposes.

Question 9

Where are the suggested addresses located?

John Doe · Accepted Answer

We currently provide two premium, city-centre business addresses in Tallinn, Estonia (EU).

Both locations are situated in prime commercial districts, recognised by local authorities, banks, and service providers. All addresses we provide are located in real, physical premises, fully serviced business buildings in central Tallinn. As our business grows, we may add or replace addresses, but you’ll always receive advance notice and the same level of service at any new location. Juhkentali 8, Tallinn 10132 Tornimäe 7, Tallinn 10145

Question 10

What ID cards can be used?

John Doe · Accepted Answer

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

Estonian ID card
Estonian e-Residency card
Estonian Smart-ID
Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it's important to stay informed of any updates.

Additional info: https://www.youtube.com/watch?v=qPIxhFZcP_Y&t=18s

Question 11

Is the contact person a juridical or physical person?

John Doe · Accepted Answer

We offer the legal entity option.

A Contact Person in Estonia may be appointed as either a natural person (individual) or a legal entity (company), depending on the service provider’s structure and legal basis.

Our legal entity option means the Contact Person service is provided through our licensed corporate service structure.

Our activity is supported by an official authorisation issued by the Estonian Ministry of Economic Affairs and Communications, ensuring the service is compliant and professionally managed.

Question 12

Is mail scanning and forwarding, and forwarding of small packages are also within the service?

John Doe · Accepted Answer

If there are some letters per year we will scan or onward them for free and charge only posting costs. We don’t wrestle with small packages, right now.

Question 13

How to add or change address in the business registry?

John Doe · Accepted Answer

The address must always be up to date.

The address must be updated whenever your company’s legal address changes or you lose the right to use it. The address recorded in the Commercial Register must always remain valid for receiving official notices.

Changing the address of an existing company

Prepare an amendment application in the e-Business Register.
Is the new address in the same municipality?
- Yes → Submit the application only. No state fee, no extra documents.
- No (different city/county) →
  - Adopt amended Articles of Association (AoA) at a shareholders’ meeting.
  - Upload the signed AoA and the meeting minutes/shareholders’ resolution.
  - Pay the state fee shown in the e-service.
Pay the fee instantly via Estonian bank link (or use the bank details and reference number displayed at check-out). The Register will not process your filing until the fee is received.
Need help? If you encounter a payment issue, let us know—we will settle the fee on your behalf at no charge.

Adding the address during company formation

In the e-Business Register formation wizard, the founder enters the address once; it automatically appears in the foundation decision, the AoA, and the future registry card.
You can choose our address from the drop-down list or enter it manually—full instructions are included in your order confirmation.

Only a management board member who holds a valid Estonian ID card, Mobile-ID, Smart-ID, or e-Residency card may submit the address change online.

Each required signer must have the same form of digital ID; if an owner or other authorised person lacks it, the change can still be completed either by granting a notarised power of attorney or by appearing in person before an Estonian notary.

You can download detailed step-by-step guides from your order confirmation, and if you can’t find them, we’ll resend them right away. Our team will guide you through every step—from drafting the minutes to uploading the files—so your Tallinn business address is listed on the registry card without delay.

Question 14

How the certificate/s will provided?

John Doe · Accepted Answer

Will be provided upon order or subscription renewal.

The address and/or certificate is issued automatically once your order is confirmed—or whenever your subscription renews—and emailed as a PDF to the e-mail address you provided at checkout.

If you can’t locate the message (including in your spam or promotions folder), just let us know, and we’ll resend the certificate right away.

The certificate is not an official document; it can be used in illustrative ways.

Question 15

How long is the Contact Person appointed for and how is consent given?

John Doe · Accepted Answer

A Contact Person can be appointed for a fixed term (e.g. one year).

Once the term expires, the Contact Person is automatically removed from the company record in the Estonian Commercial Register, and a new appointment must be made for the next period.

The appointed person must provide formal consent, which is given digitally either directly in the e-Business Register or by submitting a digitally signed consent to a Public Notary.

The Contact Person must first be linked to the company in the relevant register environment before the consent can be confirmed.

Question 16

How do get a post from the address?

John Doe · Accepted Answer

Service level varies by package.

Your mail is handled primarily via Omniva.ee, with DHL arranged on request, and every forwarded item receives a tracking code that we share with you by e-mail.

Package ONE – Each letter is opened, scanned or re-posted as agreed, and small parcels are forwarded to your chosen address.
Packages TWO & THREE – A fixed quota of letters and small parcels is included at no extra charge; once that limit is reached, additional items are forwarded at the current Omniva or DHL rate.

As soon as we receive a letter or parcel, we scan or ship it according to your instructions and send you the tracking code. Before we ship anything, we confirm the exact postage cost with you.

Question 17

Can I upgrade or switch between packages (ONE, TWO and THREE)?

John Doe · Accepted Answer

Yes.

You can easily upgrade or switch between Package ONE, TWO, and THREE at any time to meet your business needs. This can be done directly in our Customer Area (self-service portal), without extra paperwork.

Upgrading is a convenient way to add services as your company grows—for example, moving from a registered address-only (Package ONE) to a full compliance bundle that includes an authorised contact person (Package TWO) or additional business support services (Package THREE).

Question 18

Who is responsible for accurate accounting data?

John Doe · Accepted Answer

The management board is always responsible for providing complete and correct source documents; the accountant is responsible for processing those documents in accordance with Estonian GAAP and tax law.

Can we catch up on previous periods?

Yes. We routinely perform “catch‑up accounting” (tagantjärele raamatupidamine) for businesses that have fallen behind on bookkeeping or need to reconstruct ledgers before an audit, sale, or liquidation. Typical scope

Document collection & gap list – we map missing invoices, expense receipts, bank statements.
Data entry & reconciliation – post all transactions, reconcile banks, payables, receivables, inventory.
Tax corrections – prepare or amend VAT, payroll and TSD returns if needed.
Financial statements – produce compliant balance sheet & income statement for each outstanding year.

How to start?

Contact us with a brief description of the backlog (years & estimated transactions).
We send a document checklist and NDA.
Once we receive your materials we issue a detailed quote.

Need assistance? Contact us for a fixed‑fee quote.

This information is general in nature and does not constitute legal advice.

Question 19

What to do with negative share capital (net assets)?

John Doe · Accepted Answer

Negative share capital must be resolved as soon as possible.

Below is a practical roadmap that aligns with the requirements of the Commercial Code (Äriseadustik) and common market solutions.

1. When is equity “too low”?

Under Commercial Code § 176(2), the company’s net assets must be at least:

50 % of registered share capital, and
not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example:
An OÜ with a registered capital of €2 500 must keep equity ≥ €2 500 (100 %).

If the balance sheet shows that equity is below either limit (often expressed as negative share capital), the board must convene a shareholders' meeting within three months after approval of the annual report to decide on remedies.

2. Practical ways to restore equity

Issue new shares/owner cash injection – quickest textbook fix.
Convert shareholder loans into equity (set‑off contribution).
Revalue (upwards) real estate or IP – allowed if a fair‑value report substantiates it.
Cut costs & improve margins – demonstrate turnaround in the next financial year.
Sell non‑core assets – realise gains, book profit.
Reduce share capital to a minimum (€2 500) and cover the rest via profit or later capital increase.

Tip: Make sure any capital manoeuvre is properly documented, entered in the accounting ledgers and registered in e-Business Register.

3. Exit scenarios

Sell the company – shares can be transferred to a buyer who is willing to recapitalise. Ensure the SPA allocates responsibility for past debts.
Liquidate – a clean way to close down if there is no buyer or business rationale. Requires publishing a creditor notice and preparing a final balance sheet.
Turnkey liquidation service – we can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

4. When will the share capital be returned?

Only the paid-in share capital may be returned to the owner, and this may occur no earlier than 4 months after the liquidation process begins. The return can include both the registered share capital and any remaining funds in the company’s bank account, provided all legal obligations have been fulfilled.

NB!

In Estonia, for a Private Limited Company (OÜ), the €2,500 minimum share capital requirement was abolished in February 2023, meaning the share capital can be as low as €0.01; however, founders become personally liable for the difference if assets fall short of €2,500 in bankruptcy. For a Public Limited Company (AS), the minimum remains €25,000.

Question 20

What data must an invoice contain?

John Doe · Accepted Answer

An invoice is a primary accounting document.

The document must clearly identify the parties, the date, and the economic substance of the transaction, otherwis,e it is not accepted as a valid source document. E-invoices are fully acceptable as long as integrity and authenticity are guaranteed. Adding extras such as the payment reference or due-date is not compulsory, but it helps cash-flow management. Only a VAT-registered business may add VAT to its invoice.

Document title (e.g. “Invoice”)
Unique invoice number and date of issue
Seller’s and buyer’s name, address, registry code, VAT ID (if any)
Description of goods/services, quantity, unit price, VAT rate, net and gross amount
Date of delivery/performance if different from the invoice date

2. Language of source documents

Invoices may be issued in Estonian or English.
Documents in any other language must be accompanied by a sworn translation into Estonian or English to be accepted by auditors or the Tax and Customs Board (MTA).

3. Proving the business purpose

Under both the Accounting Act and the Income Tax Act, an expense is deductible only if it is business‑related and substantiated.
If the invoice alone does not make the business purpose evident (e.g. taxi, parking, travel tickets), add explanatory information such as:

project or client name;
employee name & business trip dates;
licence plate number of the company car, etc.

Lacking or incomplete documentation may lead to the expense being treated as a non‑business cost, subject to fringe‑benefit or dividend tax.

This guide is for general information only and does not constitute legal advice. For complex situations consult a professional accountant or tax adviser.

Question 21

How to give representation rights in the Estonian Tax and Customs Board?

John Doe · Accepted Answer

An authorisation sets the limits for a representative’s actions.

An authorisation is a defined set of rights that determines the scope within which a representative may legally act on behalf of the principal. It outlines what actions the representative is permitted to take and under what conditions, ensuring legal clarity and accountability for both parties. It is essential for the Estonian Tax and Customs Board that the content of authorization would be understandable and the person granting the authorization and the authorized person would be identifiable. The main and also the most convenient and practical way to transfer the right of representation is to do it through a suitable digital identification channel. These are Mobile ID, Estonian ID, e-resident ID, and Smart ID. European Union country ID cards are also suitable. It is important to have the right to log in to the systems of the Estonian state. If necessary, other less convenient and more expensive methods can also be used: power of attorney, lawyer's client agreement, etc. Additional info: https://www.youtube.com/watch?v=uKJ3zgS5oTc&t=4s

Question 22

How to authorise your accountant in the Estonian e‑services

John Doe · Accepted Answer

Accountant needs two separate sets of e‑service rights to act on behalf of your company:

Tax declarations & VAT, excise, customs, payroll – granted in the Estonian Tax and Customs Board (MTA) self‑service.
Preparation and submission of the annual report – granted in the Business Register (Rik.ee) environment.

Below you will find step‑by‑step instructions for both systems.
(If you prefer a video, see the MTA walkthrough at the end of this article.)

1. Give an accountant access in the MTA self‑service

Prerequisites
• The board member has an Estonian ID‑card, Mobile‑ID or e‑Residency digital ID.
• You know the accountant’s Estonian personal identification code (isikukood).

Step‑by‑step

Log in to the MTA self‑service at https://www.emta.ee.
Choose your company from the top‑right drop‑down menu (if you have more than one).
In the left‑hand menu click Settings → Access permissions → Access permissions of representatives → New access permission.
Enter the accountant’s personal ID‑code and (optionally) set an expiry date.
Select rights:
- Package method – scroll to the bottom, press Search, tick e.g. Accountant Package (includes submission of all tax returns) and press Add.
- Separate rights – open the Separate access permissions tab if you need custom scope (e.g. only VAT returns). Most useful rights are grouped under “Over‑areas”.
(Optional) To allow your accountant to manage further user rights, search for “right of the representative … to administer user rights” and add it.
Press Save. Access is active immediately.

### Troubleshooting

If the person is not found, double‑check the ID‑code or ask the accountant to log in to MTA once (this creates a user profile).
Remember to update or revoke rights if you switch service providers.

2. Authorise the accountant in the Business Register (for the annual report)

Log in to https://rik.ee and open My undertakings.
From the top bar select Annual Report → Defining persons entering data.
Click Add new person for entering data.
Enter the accountant’s personal ID‑code.
Select the relevant company (if prompted).
Tick “The person entering data is authorised to submit the report”.
Press Save.

Important: The filed report must still be digitally signed by at least one board member before it is deemed submitted.

3. Video tutorial

MTA access‑rights setup – 3‑minute video

This guide is for general information only and does not constitute legal advice. Procedures may change – always refer to the latest instructions on the official websites of the MTA and the Business Register.

Question 23

Annual report deadlines in Estonia

John Doe · Accepted Answer

Submission of the annual report is mandatory in any case.

Every Estonian legal entity – including micro‑sized OÜs owned by e‑residents – must file an annual report (majandusaasta aruanne) with the Business Register within 6 months after the end of its financial year (Commercial Code § 60).

Typical deadline: If your financial year = calendar year, the report is due 30 June of the following year. To change the FY you must submit a shareholders’ resolution and amend the articles in the Business Register before the new FY starts.

1. What must be included?

Estonian GAAP (Estonia’s Good Accounting Practice) recognises four size categories. Reporting requirements scale with size: The size of the company determines which statements are required: micro-entities file only the balance sheet and income statement, whereas small entities add a cash-flow statement and management report, and larger ones include changes in equity and often an audit.

Most of our clients fall under micro or small category.

2. Penalties for late filing

Delay	Sanction
Up to 3 months	Warning letter & initial fine (typically €200–€300)
Over 3 months	Repeated coercive fines up to €3 200 total
Persistent non‑compliance	Court‑ordered compulsory dissolution of the company

Late filing also raises red flags with banks and partners; keep your compliance record clean.

3. Best‑practice timeline (calendar‑year FY)

Month	Task
Jan‑Feb	Close previous FY in accounting; reconcile balances
Mar	Draft financial statements; collect supporting documents
Apr	Management review; prepare notes & management report
May	Board approves package; send to auditor (if required)
Jun	Shareholders’ meeting adopts the report; board member signs; submit by 30 Jun

Submitting early avoids last‑minute e‑system congestion.

Need assistance? Contact us for a fixed‑fee quote.

This overview is for general information only and not legal advice. Always check current laws and the Business Register instructions.

Question 24

What is your advantage over competitors?

John Doe · Accepted Answer

We provide a physical SIM card — not just a virtual number.

One key advantage of our service is that we offer a physical, tangible SIM card, which is essential for many online platforms and service providers.

Major platforms like Google, LinkedIn, and others often do not accept virtual or VoIP numbers for identity verification, two-factor authentication, or account recovery. In contrast, our SIM cards are issued by Telia, a reputable EU-based mobile operator, and are fully recognised by these systems.

This means:

You can reliably use the number for SMS verification and secure logins
You avoid common issues with virtual or app-based numbers, which are often rejected or flagged
You gain long-term stability and compatibility for business and personal use

In short, we help you stay connected securely and reliably—without the limitations of virtual-only solutions.

Question 25

The SIM Card activation?

John Doe · Accepted Answer

Your Telia prepaid SIM card is fully pre-activated by us before shipping.

This includes both the SIM card itself and roaming functionality, so you can start using it immediately upon arrival.

Getting started:

Insert the SIM card into your mobile device.
Turn on the phone and enter the PIN code: 0000.
The card is already activated—you can make calls, send messages, or use mobile data right away.

Usage terms and validity:

Roaming is enabled, so the SIM works in Estonia and other EU/EEA countries under fair usage conditions.
The starter kit includes €1 of credit.
After activation or a top-up of at least €3, the card remains fully active for 180 days.
After the 180-day period, if no top-up is made, the card still allows:
- Receiving incoming calls
- Reading SMS messages
- Calling the Estonian emergency number 112
- Topping up the card during a 30-day grace period

Important notes:

If you encounter any issues during activation, Telia (our service provider) can assist you. Visit: www.telia.ee
However, any transport or delivery issues after dispatch are the customer’s responsibility and should be resolved directly with the chosen courier or postal service.

This setup ensures fast, secure, and ready-to-use connectivity—ideal for travelers, e-residents, and remote professionals.

Question 26

The rates and charging the Telia SIM card?

John Doe · Accepted Answer

Call and data pricing for our SIM card is provided by Telia, one of Estonia’s leading mobile operators.

Their prepaid 5G plans are valid for 30 days or until the selected data limit is reached. All plans can be used both in Estonia and the EU, subject to Telia’s fair usage policy.

📶 5G Data Plans (Estonia & EU):

1 GB – €2
4 GB – €5
12 GB – €10
40 GB – €18 (40 GB in Estonia, 23 GB usable in the EU)

📲 How to activate or top up a plan:

You can add credit or activate a package through several convenient options:

By SMS: Send INTERNET [amount] to 9123
(e.g. INTERNET 4 for the 4 GB plan)
By phone: Dial *147*[amount]#
Via Telia’s Super mobile app: Buy call time, data plans, and switch between packages easily.
Via Telia’s website: Top-up through the official portal at www.super.ee/en/teenused

Telia also supports international top-up options, making it easy to maintain service from abroad.

If needed, we can also supply top-up codes directly, allowing you to add credit via a one-time code. This is provided for your convenience at a small service fee.

🔗 Latest pricing & service updates:
For the most accurate and up-to-date information, visit Telia’s official prepaid site:
👉 www.super.ee/en/teenused

💡 Note: All services are subject to Telia’s terms and availability. Pricing and coverage may change.

Question 27

Who is responsible for accurate accounting data?

John Doe · Accepted Answer

The management board is always responsible for providing complete and correct source documents; the accountant is responsible for processing those documents in accordance with Estonian GAAP and tax law.

Can we catch up on previous periods?

Yes. We routinely perform “catch‑up accounting” (tagantjärele raamatupidamine) for businesses that have fallen behind on bookkeeping or need to reconstruct ledgers before an audit, sale, or liquidation. Typical scope

Document collection & gap list – we map missing invoices, expense receipts, bank statements.
Data entry & reconciliation – post all transactions, reconcile banks, payables, receivables, inventory.
Tax corrections – prepare or amend VAT, payroll and TSD returns if needed.
Financial statements – produce compliant balance sheet & income statement for each outstanding year.

How to start?

Contact us with a brief description of the backlog (years & estimated transactions).
We send a document checklist and NDA.
Once we receive your materials we issue a detailed quote.

Need assistance? Contact us for a fixed‑fee quote.

This information is general in nature and does not constitute legal advice.

Question 28

What to do with negative share capital (net assets)?

John Doe · Accepted Answer

Negative share capital must be resolved as soon as possible.

Below is a practical roadmap that aligns with the requirements of the Commercial Code (Äriseadustik) and common market solutions.

1. When is equity “too low”?

Under Commercial Code § 176(2), the company’s net assets must be at least:

50 % of registered share capital, and
not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example:
An OÜ with a registered capital of €2 500 must keep equity ≥ €2 500 (100 %).

If the balance sheet shows that equity is below either limit (often expressed as negative share capital), the board must convene a shareholders' meeting within three months after approval of the annual report to decide on remedies.

2. Practical ways to restore equity

Issue new shares/owner cash injection – quickest textbook fix.
Convert shareholder loans into equity (set‑off contribution).
Revalue (upwards) real estate or IP – allowed if a fair‑value report substantiates it.
Cut costs & improve margins – demonstrate turnaround in the next financial year.
Sell non‑core assets – realise gains, book profit.
Reduce share capital to a minimum (€2 500) and cover the rest via profit or later capital increase.

Tip: Make sure any capital manoeuvre is properly documented, entered in the accounting ledgers and registered in e-Business Register.

3. Exit scenarios

Sell the company – shares can be transferred to a buyer who is willing to recapitalise. Ensure the SPA allocates responsibility for past debts.
Liquidate – a clean way to close down if there is no buyer or business rationale. Requires publishing a creditor notice and preparing a final balance sheet.
Turnkey liquidation service – we can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

4. When will the share capital be returned?

Only the paid-in share capital may be returned to the owner, and this may occur no earlier than 4 months after the liquidation process begins. The return can include both the registered share capital and any remaining funds in the company’s bank account, provided all legal obligations have been fulfilled.

NB!

In Estonia, for a Private Limited Company (OÜ), the €2,500 minimum share capital requirement was abolished in February 2023, meaning the share capital can be as low as €0.01; however, founders become personally liable for the difference if assets fall short of €2,500 in bankruptcy. For a Public Limited Company (AS), the minimum remains €25,000.

Question 29

What data must an invoice contain?

John Doe · Accepted Answer

An invoice is a primary accounting document.

The document must clearly identify the parties, the date, and the economic substance of the transaction, otherwis,e it is not accepted as a valid source document. E-invoices are fully acceptable as long as integrity and authenticity are guaranteed. Adding extras such as the payment reference or due-date is not compulsory, but it helps cash-flow management. Only a VAT-registered business may add VAT to its invoice.

Document title (e.g. “Invoice”)
Unique invoice number and date of issue
Seller’s and buyer’s name, address, registry code, VAT ID (if any)
Description of goods/services, quantity, unit price, VAT rate, net and gross amount
Date of delivery/performance if different from the invoice date

2. Language of source documents

Invoices may be issued in Estonian or English.
Documents in any other language must be accompanied by a sworn translation into Estonian or English to be accepted by auditors or the Tax and Customs Board (MTA).

3. Proving the business purpose

Under both the Accounting Act and the Income Tax Act, an expense is deductible only if it is business‑related and substantiated.
If the invoice alone does not make the business purpose evident (e.g. taxi, parking, travel tickets), add explanatory information such as:

project or client name;
employee name & business trip dates;
licence plate number of the company car, etc.

Lacking or incomplete documentation may lead to the expense being treated as a non‑business cost, subject to fringe‑benefit or dividend tax.

This guide is for general information only and does not constitute legal advice. For complex situations consult a professional accountant or tax adviser.

Question 30

How to give representation rights in the Estonian Tax and Customs Board?

John Doe · Accepted Answer

An authorisation sets the limits for a representative’s actions.

An authorisation is a defined set of rights that determines the scope within which a representative may legally act on behalf of the principal. It outlines what actions the representative is permitted to take and under what conditions, ensuring legal clarity and accountability for both parties. It is essential for the Estonian Tax and Customs Board that the content of authorization would be understandable and the person granting the authorization and the authorized person would be identifiable. The main and also the most convenient and practical way to transfer the right of representation is to do it through a suitable digital identification channel. These are Mobile ID, Estonian ID, e-resident ID, and Smart ID. European Union country ID cards are also suitable. It is important to have the right to log in to the systems of the Estonian state. If necessary, other less convenient and more expensive methods can also be used: power of attorney, lawyer's client agreement, etc. Additional info: https://www.youtube.com/watch?v=uKJ3zgS5oTc&t=4s

Question 31

How to authorise your accountant in the Estonian e‑services

John Doe · Accepted Answer

Accountant needs two separate sets of e‑service rights to act on behalf of your company:

Tax declarations & VAT, excise, customs, payroll – granted in the Estonian Tax and Customs Board (MTA) self‑service.
Preparation and submission of the annual report – granted in the Business Register (Rik.ee) environment.

Below you will find step‑by‑step instructions for both systems.
(If you prefer a video, see the MTA walkthrough at the end of this article.)

1. Give an accountant access in the MTA self‑service

Prerequisites
• The board member has an Estonian ID‑card, Mobile‑ID or e‑Residency digital ID.
• You know the accountant’s Estonian personal identification code (isikukood).

Step‑by‑step

Log in to the MTA self‑service at https://www.emta.ee.
Choose your company from the top‑right drop‑down menu (if you have more than one).
In the left‑hand menu click Settings → Access permissions → Access permissions of representatives → New access permission.
Enter the accountant’s personal ID‑code and (optionally) set an expiry date.
Select rights:
- Package method – scroll to the bottom, press Search, tick e.g. Accountant Package (includes submission of all tax returns) and press Add.
- Separate rights – open the Separate access permissions tab if you need custom scope (e.g. only VAT returns). Most useful rights are grouped under “Over‑areas”.
(Optional) To allow your accountant to manage further user rights, search for “right of the representative … to administer user rights” and add it.
Press Save. Access is active immediately.

### Troubleshooting

If the person is not found, double‑check the ID‑code or ask the accountant to log in to MTA once (this creates a user profile).
Remember to update or revoke rights if you switch service providers.

2. Authorise the accountant in the Business Register (for the annual report)

Log in to https://rik.ee and open My undertakings.
From the top bar select Annual Report → Defining persons entering data.
Click Add new person for entering data.
Enter the accountant’s personal ID‑code.
Select the relevant company (if prompted).
Tick “The person entering data is authorised to submit the report”.
Press Save.

Important: The filed report must still be digitally signed by at least one board member before it is deemed submitted.

3. Video tutorial

MTA access‑rights setup – 3‑minute video

This guide is for general information only and does not constitute legal advice. Procedures may change – always refer to the latest instructions on the official websites of the MTA and the Business Register.

Question 32

Annual report deadlines in Estonia

John Doe · Accepted Answer

Submission of the annual report is mandatory in any case.

Every Estonian legal entity – including micro‑sized OÜs owned by e‑residents – must file an annual report (majandusaasta aruanne) with the Business Register within 6 months after the end of its financial year (Commercial Code § 60).

Typical deadline: If your financial year = calendar year, the report is due 30 June of the following year. To change the FY you must submit a shareholders’ resolution and amend the articles in the Business Register before the new FY starts.

1. What must be included?

Estonian GAAP (Estonia’s Good Accounting Practice) recognises four size categories. Reporting requirements scale with size: The size of the company determines which statements are required: micro-entities file only the balance sheet and income statement, whereas small entities add a cash-flow statement and management report, and larger ones include changes in equity and often an audit.

Most of our clients fall under micro or small category.

2. Penalties for late filing

Delay	Sanction
Up to 3 months	Warning letter & initial fine (typically €200–€300)
Over 3 months	Repeated coercive fines up to €3 200 total
Persistent non‑compliance	Court‑ordered compulsory dissolution of the company

Late filing also raises red flags with banks and partners; keep your compliance record clean.

3. Best‑practice timeline (calendar‑year FY)

Month	Task
Jan‑Feb	Close previous FY in accounting; reconcile balances
Mar	Draft financial statements; collect supporting documents
Apr	Management review; prepare notes & management report
May	Board approves package; send to auditor (if required)
Jun	Shareholders’ meeting adopts the report; board member signs; submit by 30 Jun

Submitting early avoids last‑minute e‑system congestion.

Need assistance? Contact us for a fixed‑fee quote.

This overview is for general information only and not legal advice. Always check current laws and the Business Register instructions.

Question 33

Who is responsible for accurate accounting data?

John Doe · Accepted Answer

The management board is always responsible for providing complete and correct source documents; the accountant is responsible for processing those documents in accordance with Estonian GAAP and tax law.

Can we catch up on previous periods?

Yes. We routinely perform “catch‑up accounting” (tagantjärele raamatupidamine) for businesses that have fallen behind on bookkeeping or need to reconstruct ledgers before an audit, sale, or liquidation. Typical scope

Document collection & gap list – we map missing invoices, expense receipts, bank statements.
Data entry & reconciliation – post all transactions, reconcile banks, payables, receivables, inventory.
Tax corrections – prepare or amend VAT, payroll and TSD returns if needed.
Financial statements – produce compliant balance sheet & income statement for each outstanding year.

How to start?

Contact us with a brief description of the backlog (years & estimated transactions).
We send a document checklist and NDA.
Once we receive your materials we issue a detailed quote.

Need assistance? Contact us for a fixed‑fee quote.

This information is general in nature and does not constitute legal advice.

Question 34

What ID cards can be used?

John Doe · Accepted Answer

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

Estonian ID card
Estonian e-Residency card
Estonian Smart-ID
Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it's important to stay informed of any updates.

Additional info: https://www.youtube.com/watch?v=qPIxhFZcP_Y&t=18s

Question 35

What data must an invoice contain?

John Doe · Accepted Answer

An invoice is a primary accounting document.

The document must clearly identify the parties, the date, and the economic substance of the transaction, otherwis,e it is not accepted as a valid source document. E-invoices are fully acceptable as long as integrity and authenticity are guaranteed. Adding extras such as the payment reference or due-date is not compulsory, but it helps cash-flow management. Only a VAT-registered business may add VAT to its invoice.

Document title (e.g. “Invoice”)
Unique invoice number and date of issue
Seller’s and buyer’s name, address, registry code, VAT ID (if any)
Description of goods/services, quantity, unit price, VAT rate, net and gross amount
Date of delivery/performance if different from the invoice date

2. Language of source documents

Invoices may be issued in Estonian or English.
Documents in any other language must be accompanied by a sworn translation into Estonian or English to be accepted by auditors or the Tax and Customs Board (MTA).

3. Proving the business purpose

Under both the Accounting Act and the Income Tax Act, an expense is deductible only if it is business‑related and substantiated.
If the invoice alone does not make the business purpose evident (e.g. taxi, parking, travel tickets), add explanatory information such as:

project or client name;
employee name & business trip dates;
licence plate number of the company car, etc.

Lacking or incomplete documentation may lead to the expense being treated as a non‑business cost, subject to fringe‑benefit or dividend tax.

This guide is for general information only and does not constitute legal advice. For complex situations consult a professional accountant or tax adviser.

Question 36

Do I have to submit an annual report?

John Doe · Accepted Answer

All Estonian companies must file an annual report, even for inactive years.

Failure to submit the report on time allows the court that maintains the Commercial Register to impose monetary fines on both the company and each person responsible for filing, and it may repeat the fine until the report is lodged. The amount is set under the Code of Civil Procedure and can escalate with every reminder. Late filing also blocks the distribution of dividends, delays banking and licensing procedures, and damages the company’s public record. If the report is still outstanding 18 months after the financial year-end, the court may strike the entity from the register or start dissolution or liquidation proceedings, which can freeze assets and terminate contracts. Reports can be filed entirely online when at least one board member signs with an Estonian ID-card, Mobile-ID, Smart-ID, or e-Residency card.

Question 37

Annual report deadlines in Estonia

John Doe · Accepted Answer

Submission of the annual report is mandatory in any case.

Every Estonian legal entity – including micro‑sized OÜs owned by e‑residents – must file an annual report (majandusaasta aruanne) with the Business Register within 6 months after the end of its financial year (Commercial Code § 60).

Typical deadline: If your financial year = calendar year, the report is due 30 June of the following year. To change the FY you must submit a shareholders’ resolution and amend the articles in the Business Register before the new FY starts.

1. What must be included?

Estonian GAAP (Estonia’s Good Accounting Practice) recognises four size categories. Reporting requirements scale with size: The size of the company determines which statements are required: micro-entities file only the balance sheet and income statement, whereas small entities add a cash-flow statement and management report, and larger ones include changes in equity and often an audit.

Most of our clients fall under micro or small category.

2. Penalties for late filing

Delay	Sanction
Up to 3 months	Warning letter & initial fine (typically €200–€300)
Over 3 months	Repeated coercive fines up to €3 200 total
Persistent non‑compliance	Court‑ordered compulsory dissolution of the company

Late filing also raises red flags with banks and partners; keep your compliance record clean.

3. Best‑practice timeline (calendar‑year FY)

Month	Task
Jan‑Feb	Close previous FY in accounting; reconcile balances
Mar	Draft financial statements; collect supporting documents
Apr	Management review; prepare notes & management report
May	Board approves package; send to auditor (if required)
Jun	Shareholders’ meeting adopts the report; board member signs; submit by 30 Jun

Submitting early avoids last‑minute e‑system congestion.

Need assistance? Contact us for a fixed‑fee quote.

This overview is for general information only and not legal advice. Always check current laws and the Business Register instructions.

Question 38

What ID cards can be used?

John Doe · Accepted Answer

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

Estonian ID card
Estonian e-Residency card
Estonian Smart-ID
Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it's important to stay informed of any updates.

Additional info: https://www.youtube.com/watch?v=qPIxhFZcP_Y&t=18s

Question 39

Is mail scanning and forwarding, and forwarding of small packages are also within the service?

John Doe · Accepted Answer

If there are some letters per year we will scan or onward them for free and charge only posting costs. We don’t wrestle with small packages, right now.

Question 40

In what form are the documents of incorporation handed over?

John Doe · Accepted Answer

If a company or nonprofit association is established remotely, no documents will be received on paper immediately.

Each founder can download and print copies of the commercial register free of charge. In the exceptional case that the incorporation takes place with a Public Notary, the verified documents on paper may also be received. If there is a need to use these papers abroad, they must be legalized through an apostille: https://virtualofficeinestonia.com/product/apostilled-documents/

Question 41

How to add or change address in the business registry?

John Doe · Accepted Answer

The address must always be up to date.

The address must be updated whenever your company’s legal address changes or you lose the right to use it. The address recorded in the Commercial Register must always remain valid for receiving official notices.

Changing the address of an existing company

Prepare an amendment application in the e-Business Register.
Is the new address in the same municipality?
- Yes → Submit the application only. No state fee, no extra documents.
- No (different city/county) →
  - Adopt amended Articles of Association (AoA) at a shareholders’ meeting.
  - Upload the signed AoA and the meeting minutes/shareholders’ resolution.
  - Pay the state fee shown in the e-service.
Pay the fee instantly via Estonian bank link (or use the bank details and reference number displayed at check-out). The Register will not process your filing until the fee is received.
Need help? If you encounter a payment issue, let us know—we will settle the fee on your behalf at no charge.

Adding the address during company formation

In the e-Business Register formation wizard, the founder enters the address once; it automatically appears in the foundation decision, the AoA, and the future registry card.
You can choose our address from the drop-down list or enter it manually—full instructions are included in your order confirmation.

Only a management board member who holds a valid Estonian ID card, Mobile-ID, Smart-ID, or e-Residency card may submit the address change online.

Each required signer must have the same form of digital ID; if an owner or other authorised person lacks it, the change can still be completed either by granting a notarised power of attorney or by appearing in person before an Estonian notary.

You can download detailed step-by-step guides from your order confirmation, and if you can’t find them, we’ll resend them right away. Our team will guide you through every step—from drafting the minutes to uploading the files—so your Tallinn business address is listed on the registry card without delay.

Question 42

How the certificate/s will provided?

John Doe · Accepted Answer

Will be provided upon order or subscription renewal.

The address and/or certificate is issued automatically once your order is confirmed—or whenever your subscription renews—and emailed as a PDF to the e-mail address you provided at checkout.

If you can’t locate the message (including in your spam or promotions folder), just let us know, and we’ll resend the certificate right away.

The certificate is not an official document; it can be used in illustrative ways.

Question 43

How do get a post from the address?

John Doe · Accepted Answer

Service level varies by package.

Your mail is handled primarily via Omniva.ee, with DHL arranged on request, and every forwarded item receives a tracking code that we share with you by e-mail.

Package ONE – Each letter is opened, scanned or re-posted as agreed, and small parcels are forwarded to your chosen address.
Packages TWO & THREE – A fixed quota of letters and small parcels is included at no extra charge; once that limit is reached, additional items are forwarded at the current Omniva or DHL rate.

As soon as we receive a letter or parcel, we scan or ship it according to your instructions and send you the tracking code. Before we ship anything, we confirm the exact postage cost with you.

Question 44

Can I upgrade or switch between packages (ONE, TWO and THREE)?

John Doe · Accepted Answer

Yes.

You can easily upgrade or switch between Package ONE, TWO, and THREE at any time to meet your business needs. This can be done directly in our Customer Area (self-service portal), without extra paperwork.

Upgrading is a convenient way to add services as your company grows—for example, moving from a registered address-only (Package ONE) to a full compliance bundle that includes an authorised contact person (Package TWO) or additional business support services (Package THREE).

Question 45

When is a Contact Person required?

John Doe · Accepted Answer

It is wise to have.

If at least half of the members of the company’s management board do not reside in Estonia, another EEA Member State, or Switzerland, the company must appoint a local Contact Person in Estonia. This requirement is especially relevant when the company’s registered address is outside Estonia.

The Contact Person is officially registered in the Estonian Commercial Register. The appointed Contact Person must confirm their consent either directly in the e-Business Register or by submitting a digitally signed consent to a Public Notary.

The Contact Person service is provided for one year, and the status must be renewed and verified annually.

Question 46

What to consider before establishing a company in Estonia?

John Doe · Accepted Answer

Key legal, reporting, and compliance obligations.

Before registering an Estonian company, it is important to understand the main ongoing legal and reporting obligations. Every Estonian company must submit an Annual Report to the registration department of the county court (Commercial Register) within 6 months after the end of the financial year. In most cases, the financial year is the calendar year (1 January – 31 December). If the report is not filed on time, the register may impose fines on both the company and its management board members.

A company must always have a valid Estonian legal address, and its name, registry code, and location must be displayed in official business documents and on its website (if applicable). If the management board is located outside Estonia, the company may also need to appoint an authorised local contact person and provide the residence details of board members who are not registered in the Estonian Population Register.

You must also keep registry data up to date (e.g., address, board members, shareholders) and ensure that company documents are submitted correctly (digital originals or notarised copies, and translations when required). Finally, the board must monitor the company’s net assets (equity). If the company becomes insolvent, the board may be required to take immediate action. VAT registration is only required if the company exceeds the legal turnover threshold (or registers voluntarily).

Question 47

What ID cards can be used?

John Doe · Accepted Answer

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

Estonian ID card
Estonian e-Residency card
Estonian Smart-ID
Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it's important to stay informed of any updates.

Additional info: https://www.youtube.com/watch?v=qPIxhFZcP_Y&t=18s

Question 48

Tax Benefits of an Estonian Company?

John Doe · Accepted Answer

Estonia’s tax framework is renowned for its simplicity and growth-friendly incentives.

Zero corporate tax on retained earnings
- Corporate income tax (20 % of the net amount, calculated as 20/80 on the distributed sum) is due only when you pay dividends or treat funds as non-business expenses. Profits that stay in the company can be reinvested tax-free for unlimited periods, accelerating growth and cash-flow planning.
Possibility of tax-exempt dividends in group structures
- Dividends received from an Estonian or foreign subsidiary may be distributed further without additional Estonian tax if participation conditions are met. Likewise, profits allocated to a foreign permanent establishment are generally exempt.
No additional personal income tax for Estonian residents
- If you are an Estonian tax resident, dividends you receive from your company are not subject to extra personal income tax, corporate tax settles the obligation. (Non-residents must follow the rules of their home country.)
Flat, transparent rates elsewhere in the system
- Payroll taxes, VAT, and other levies use uniform rates with straightforward reporting, reducing compliance overhead.

Remember: The company (a legal person) and you (a natural person) are separate taxpayers. Keeping finances distinct avoids misclassification and ensures you benefit fully from Estonia’s business-friendly regime without risking penalties or double taxation abroad.

Question 49

In what form are the documents of incorporation handed over?

John Doe · Accepted Answer

If a company or nonprofit association is established remotely, no documents will be received on paper immediately.

Each founder can download and print copies of the commercial register free of charge. In the exceptional case that the incorporation takes place with a Public Notary, the verified documents on paper may also be received. If there is a need to use these papers abroad, they must be legalized through an apostille: https://virtualofficeinestonia.com/product/apostilled-documents/

Question 50

How to add or change address in the business registry?

John Doe · Accepted Answer

The address must always be up to date.

The address must be updated whenever your company’s legal address changes or you lose the right to use it. The address recorded in the Commercial Register must always remain valid for receiving official notices.

Changing the address of an existing company

Prepare an amendment application in the e-Business Register.
Is the new address in the same municipality?
- Yes → Submit the application only. No state fee, no extra documents.
- No (different city/county) →
  - Adopt amended Articles of Association (AoA) at a shareholders’ meeting.
  - Upload the signed AoA and the meeting minutes/shareholders’ resolution.
  - Pay the state fee shown in the e-service.
Pay the fee instantly via Estonian bank link (or use the bank details and reference number displayed at check-out). The Register will not process your filing until the fee is received.
Need help? If you encounter a payment issue, let us know—we will settle the fee on your behalf at no charge.

Adding the address during company formation

In the e-Business Register formation wizard, the founder enters the address once; it automatically appears in the foundation decision, the AoA, and the future registry card.
You can choose our address from the drop-down list or enter it manually—full instructions are included in your order confirmation.

Only a management board member who holds a valid Estonian ID card, Mobile-ID, Smart-ID, or e-Residency card may submit the address change online.

Each required signer must have the same form of digital ID; if an owner or other authorised person lacks it, the change can still be completed either by granting a notarised power of attorney or by appearing in person before an Estonian notary.

You can download detailed step-by-step guides from your order confirmation, and if you can’t find them, we’ll resend them right away. Our team will guide you through every step—from drafting the minutes to uploading the files—so your Tallinn business address is listed on the registry card without delay.

Question 51

Field of activity (EMTAK)?

John Doe · Accepted Answer

Is the national version of the internationally harmonized classification NACE Estonia.

We recommend that you select the business that you are likely to have the most sales in the first year of operation of the private limited company. It is not prohibited to operate in more than one activity unless it is subject to authorization or notification. The EMTAK code you select when you start a private company cannot be changed later. However, once the annual report is submitted, the company will be assigned a public EMTAK code based on its highest sales turnover.

Question 52

Choosing and Reserving an Estonian Company Name?

John Doe · Accepted Answer

Key rules, reservation periods, and trademark checks.

In Estonia your company name must be written in the Latin alphabet, avoid unusual symbols, be unique in the Commercial Register, and not duplicate or infringe any registered trademark. Because an Estonian company is also an EU company, it is wise to run an EU-wide trademark search to ensure the name is not already protected elsewhere in the single market.

A legal entity may reserve one business name for six months at a time, specifying both the intended legal form (e.g. OÜ, AS, MTÜ) and field of activity. Only one active reservation is permitted per entity, and the name can be used solely for the chosen form and activity. For valid reasons the reservation can be extended once for a further three months, provided the request is filed no later than five working days before the original reservation expires.

Question 53

Can I order a virtual office before forming my company?

John Doe · Accepted Answer

You can order a virtual office package in advance.

Will provide you with a genuine Estonian address for your company registration.

To register an Estonian company, you must have (i) a local legal address, and if any management board member resides outside Estonia/EEA/Switzerland, you will also need (ii) an authorised local contact person.

Package ONE provides the required Estonian address with mail-handling services.

Package TWO includes both the legal address and an authorised contact person, covering both statutory requirements in one bundle.

Question 54

What to do with negative share capital (net assets)?

John Doe · Accepted Answer

Negative share capital must be resolved as soon as possible.

Below is a practical roadmap that aligns with the requirements of the Commercial Code (Äriseadustik) and common market solutions.

1. When is equity “too low”?

Under Commercial Code § 176(2), the company’s net assets must be at least:

50 % of registered share capital, and
not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example:
An OÜ with a registered capital of €2 500 must keep equity ≥ €2 500 (100 %).

If the balance sheet shows that equity is below either limit (often expressed as negative share capital), the board must convene a shareholders' meeting within three months after approval of the annual report to decide on remedies.

2. Practical ways to restore equity

Issue new shares/owner cash injection – quickest textbook fix.
Convert shareholder loans into equity (set‑off contribution).
Revalue (upwards) real estate or IP – allowed if a fair‑value report substantiates it.
Cut costs & improve margins – demonstrate turnaround in the next financial year.
Sell non‑core assets – realise gains, book profit.
Reduce share capital to a minimum (€2 500) and cover the rest via profit or later capital increase.

Tip: Make sure any capital manoeuvre is properly documented, entered in the accounting ledgers and registered in e-Business Register.

3. Exit scenarios

Sell the company – shares can be transferred to a buyer who is willing to recapitalise. Ensure the SPA allocates responsibility for past debts.
Liquidate – a clean way to close down if there is no buyer or business rationale. Requires publishing a creditor notice and preparing a final balance sheet.
Turnkey liquidation service – we can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

4. When will the share capital be returned?

Only the paid-in share capital may be returned to the owner, and this may occur no earlier than 4 months after the liquidation process begins. The return can include both the registered share capital and any remaining funds in the company’s bank account, provided all legal obligations have been fulfilled.

NB!

In Estonia, for a Private Limited Company (OÜ), the €2,500 minimum share capital requirement was abolished in February 2023, meaning the share capital can be as low as €0.01; however, founders become personally liable for the difference if assets fall short of €2,500 in bankruptcy. For a Public Limited Company (AS), the minimum remains €25,000.

Question 55

What is the e-Notary service in Estonia?

John Doe · Accepted Answer

Digital notarial services in Estonia and selected embassies.

In Estonia, a public notary acts as an official intermediary between private individuals or companies and the Commercial Register, helping to certify applications, transactions, and legal documents. Thanks to Estonia’s advanced digital infrastructure, many notarial services can now be completed remotely using the e-Notary system.

You can access the platform at: https://iseteenindus.notar.ee

What can you do through the e-Notary?

Initiate and complete share transfers
Certify documents, signatures, and copies
Authenticate power of attorney documents
Request apostilles
Book notary appointments and review draft contracts
Access invoices and your full notarial history

e-Notary is available throughout Estonia and in selected Estonian embassies abroad, including:

Helsinki
Stockholm
Brussels
London
Riga

If you prefer, you can visit an Estonian embassy in one of these cities instead of travelling to Estonia for share transactions or other notarised acts. This is especially convenient for e-residents.

Choosing a notary

You can log in to notar.ee with your digital ID to choose a notary and schedule an appointment. Notary fees are state-regulated, and the quality of service is consistent. You may want to choose one who is able to conduct the procedure in English and supports the e-notary scheme.

Additional rights and services

Estonian law (§ 30 and § 33 of the Notaries Act) gives you the right to request that a notary submit documents to the Business Register on your behalf. If the notary certifies the content of the application, their fee also covers:

Legal consultation
Preparation of the draft application
Guidance on applicable state fees

A notary can also help submit address changes to the Population Register and file certain activity licence applications, as listed in Annex 1 of the Notarial Regulations.

Question 56

What ID cards can be used?

John Doe · Accepted Answer

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

Estonian ID card
Estonian e-Residency card
Estonian Smart-ID
Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it's important to stay informed of any updates.

Additional info: https://www.youtube.com/watch?v=qPIxhFZcP_Y&t=18s

Question 57

How long does liquidation take?

John Doe · Accepted Answer

It's about half a year.

For a private limited company, the absolute minimum is six months—but only if all statutory steps are completed on time.

The clock starts when the dissolution is entered in the Commercial Register and the liquidation notice is published in the state gazette Ametlikud Teadaanded.
At least four months must elapse after shareholders are notified of the final balance sheet and asset distribution plan.

If all filings, creditor notices, and tax clearances are handled promptly, the process can be wrapped up in roughly half a year; any outstanding requirements will extend the timeline.

However, in certain cases, we can offer a fast solution within a few business days: we purchase the shares and take over management of the company, after which we proceed with the dissolution in accordance with Estonian legal procedures. This option may be suitable for clients who need a faster exit or cannot manage the liquidation process themselves. We will first assess eligibility and confirm the applicable solution.

Question 58

Can I liquidate my company remotely if I am abroad?

John Doe · Accepted Answer

Yes, in most cases, company liquidation can be handled fully remotely.

We prepare the required documents and guide you through the signing process using Estonia’s digital identity tools (e-Residency card, ID card, Smart-ID, or Mobile-ID). If some steps require additional verification, we will advise the most practical legal option for remote completion. You do not need to travel to Estonia in standard cases.

Question 59

Assisting with liquidation if the company has debts or court proceedings?

John Doe · Accepted Answer

Yes, we can assist, but first we must assess whether liquidation is legally possible in your case.

If a company has significant debt, enforcement actions, or court proceedings, voluntary liquidation may not be permitted or may not be the best solution. In such situations, insolvency or restructuring may be required before closure. We provide an initial review and recommend the safest and legally correct pathway.

Question 60

Are company liquidation and bankruptcy the same?

John Doe · Accepted Answer

No — liquidation and bankruptcy are two different legal procedures.

Liquidation is typically used when a company can settle its obligations and close in an orderly manner. Bankruptcy occurs when a company is insolvent and cannot pay its debts, requiring formal insolvency proceedings. Choosing the correct procedure is important to avoid legal liability for management.

Question 61

When will arise obligation to have VAT number?

John Doe · Accepted Answer

When annual sales exceeds €40,000.

A company must register for VAT in Estonia once its annual taxable turnover exceeds €40,000 within a calendar year.

However, voluntary VAT registration is also possible before reaching this threshold—for example, to reclaim input VAT or enhance business credibility.

You can apply for a VAT number immediately after your company is registered in the Estonian Commercial Register.

Question 62

What is the Import One-Stop Shop (IOSS)?

John Doe · Accepted Answer

The Import One-Stop Shop (IOSS) is an EU-wide electronic system.

The IOSS platform enables suppliers and electronic interfaces that sell imported goods to buyers in the EU to collect, declare, and pay VAT to the relevant tax authorities. This eliminates the need for buyers to pay VAT when goods are imported into the EU, which was previously required for goods valued at over EUR 22.

Launched to simplify VAT compliance for businesses involved in distance sales of imported goods to EU consumers.

Through the IOSS, sellers and online marketplaces can collect, declare, and pay VAT for goods imported into the EU—directly to the relevant tax authorities—at the point of sale. This eliminates the prior requirement that buyers pay VAT upon importation.

Benefits for sellers:

Centralised VAT registration for all EU countries.
Simplified VAT reporting and payment.
Improved customer experience by avoiding customs delays and unexpected charges.

Benefits for buyers:

VAT is included upfront in the purchase price.
No hidden fees or customs handling charges at delivery.
Faster and smoother shipping process.

If a seller is not registered with IOSS, the buyer must pay VAT upon delivery and may also incur customs clearance fees charged by the courier or postal service.

The IOSS number is applied for through the Estonian Tax and Customs Board.

Question 63

What ID cards can be used?

John Doe · Accepted Answer

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

Estonian ID card
Estonian e-Residency card
Estonian Smart-ID
Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it's important to stay informed of any updates.

Additional info: https://www.youtube.com/watch?v=qPIxhFZcP_Y&t=18s

Question 64

How to give representation rights in the Estonian Tax and Customs Board?

John Doe · Accepted Answer

An authorisation sets the limits for a representative’s actions.

An authorisation is a defined set of rights that determines the scope within which a representative may legally act on behalf of the principal. It outlines what actions the representative is permitted to take and under what conditions, ensuring legal clarity and accountability for both parties. It is essential for the Estonian Tax and Customs Board that the content of authorization would be understandable and the person granting the authorization and the authorized person would be identifiable. The main and also the most convenient and practical way to transfer the right of representation is to do it through a suitable digital identification channel. These are Mobile ID, Estonian ID, e-resident ID, and Smart ID. European Union country ID cards are also suitable. It is important to have the right to log in to the systems of the Estonian state. If necessary, other less convenient and more expensive methods can also be used: power of attorney, lawyer's client agreement, etc. Additional info: https://www.youtube.com/watch?v=uKJ3zgS5oTc&t=4s

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