Q: What is an apostille?

Apostille proves the authenticity. An apostille is an internationally recognised certificate—attached to a public document—that confirms the authenticity of the signer, seal, and capacity in which the document was issued. It allows the document to be accepted in any other state that has joined the 1961 Hague Apostille Convention (you can check the current list of member countries on the convention’s website). In Estonia, only public notaries may issue a public document. Because the same notary cannot both notarise a document and apostille it, the process normally involves two separate notaries : Notary A notarises or authenticates the original document. Notary B adds the apostille that certifies Notary A’s authority and signature. After notarisation and apostilling, the document is usually translated by a sworn translator into the language required by the receiving country. Courier or postal delivery costs are extra and depend on the shipping method you select.

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

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 11

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 12

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 13

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 14

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 15

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 16

Why is there a need for Apostille?

John Doe · Accepted Answer

It lets you use the documents abroad.

You need apostilled documents whenever your Estonian company must prove its legal standing abroad. The apostille lets foreign banks, authorities, and business partners trust that the papers are genuine, enabling you to open non-Estonian bank accounts, sign contracts, or complete transactions in other countries without additional verification.

Question 17

What is an apostille?

John Doe · Accepted Answer

Apostille proves the authenticity.

An apostille is an internationally recognised certificate—attached to a public document—that confirms the authenticity of the signer, seal, and capacity in which the document was issued. It allows the document to be accepted in any other state that has joined the 1961 Hague Apostille Convention (you can check the current list of member countries on the convention’s website).

In Estonia, only public notaries may issue a public document. Because the same notary cannot both notarise a document and apostille it, the process normally involves two separate notaries:

Notary A notarises or authenticates the original document.
Notary B adds the apostille that certifies Notary A’s authority and signature.

After notarisation and apostilling, the document is usually translated by a sworn translator into the language required by the receiving country. Courier or postal delivery costs are extra and depend on the shipping method you select.

Question 18

Requirements for a Power of Attorney?

John Doe · Accepted Answer

Power of attorney (PoA) authorises us to act on your behalf for the transactions you specify.

To be valid in Estonia and recognised abroad, it must meet three basic requirements:

Notarial form – The PoA must be signed before a notary (in Estonia or abroad).
Proper authentication –
- If the PoA is signed in a country that is party to the 1961 Hague Apostille Convention, the notary’s signature must be apostilled.
- If the country is not a member of the Convention, the document must be legalised through that country’s foreign ministry and the Estonian embassy or consulate.
Language – The notary act should be in Estonian or accompanied by a sworn translation into Estonian or English.

Step-by-step process

Draft – We supply a template that details the exact powers you wish to grant.
Notarisation – You sign before a notary; the notary verifies your identity and capacity.
Apostille/legalisation – applied as required by the country of signature.
Translation (if needed) – Performed by a sworn translator.
Delivery – Send the original or a certified copy to us; courier fees depend on the service selected.

Country-specific nuances

Most jurisdictions follow the Hague Apostille rules, but some (e.g., Canada, UAE) still require full consular legalisation.

With a properly notarised and authenticated PoA in place, we can conduct the authorised transactions smoothly and in full compliance with international and Estonian law.

Question 19

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 20

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 21

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 22

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 23

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 Tag: Estonian Business Registry

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