Question 1

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 2

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 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

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 5

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 6

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 7

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 8

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 9

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 10

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 11

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 12

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 13

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 14

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 15

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 16

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 17

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 18

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 19

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 20

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 21

Can a foreign company register for VAT?

John Doe · Accepted Answer

Yes, a foreign company can register for VAT in Estonia.

To do so, the company must submit a VAT registration application along with an extract from the commercial register of its home country.

The application must include a clear explanation of the company’s business activities and their connection to Estonia—for example, the sale of goods or services in Estonia, or having a fixed establishment or taxable presence.

Documents can be submitted in one of the following ways:

By a legal representative or
By an authorised person holding a notarial power of attorney, either:
- in person at the Estonian Tax and Customs Board (ETCB) service office,
- by post, if the signature is notarised, or
- by e-mail to emta@emta.ee with a valid digital signature (e.g. Estonian ID-card, e-Residency, Smart-ID).

Once approved, the company will receive an Estonian VAT number and must comply with local VAT rules, including invoicing, reporting, and periodic declarations.

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FAQ Category: Ettevõte asutamine

What to consider before establishing a company in Estonia?

Choosing and Reserving an Estonian Company Name?

When is a Contact Person required?

Can I order a virtual office before forming my company?

Sinu ostukorv (esemed: 1)