When the net assets (equity) of an Estonian private limited company (OÜ) fall below the statutory threshold, the board and shareholders must act quickly to avoid personal liability and, in the worst case, compulsory dissolution.

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

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 share capital of €10 000 must keep equity ≥ €5 000.
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, within three months after approval of the annual report, convene a shareholders’ meeting to decide on remedies.

2. Legal options (Commercial Code § 176)

3. Practical ways to restore equity

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

4. 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 – professional firms can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

5. Director’s liability

Failure to address negative equity may expose the board to personal liability for damages (Commercial Code § 187) and fines. Timely action and documented shareholder decisions are therefore crucial.

6. Frequently asked questions

Need help?
We can assist with share‑capital operations, draft resolutions, Business Register filings, or a turnkey liquidation package.

This guide is provided for general information and does not constitute legal advice.

Estonian legislation lays down a minimum set of compulsory details.

That have to appear on every sales invoice so that it qualifies as a valid source document (raamatupidamisalusdokument) for accounting and tax purposes.

The key acts are:

• Accounting Act (Raamatupidamise seadus) § 7

• Value‑Added Tax Act (KMS) § 37(7)

1. Mandatory invoice details

Tip: Electronic invoices (e‑invoices) are fully acceptable if integrity and authenticity are guaranteed.

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.

4. Special cases & simplified invoices

5. Checklist before posting an invoice

1. Are all mandatory fields present and legible?

2. Do the figures add up correctly (net, VAT, total)?

3. Is the business purpose documented (if not obvious)?

4. Is the invoice in Estonian or English (or accompanied by a sworn translation)?

5. Is the invoice reviewed & approved according to your internal controls?

Non‑compliant invoices

If the source document is missing compulsory data, you may:

• ask the supplier to re‑issue or correct the invoice; or

• annotate missing contextual info yourself (date, project, car number, etc.), provided the core data required by law are already present.

However, you cannot deduct input VAT or recognise the cost as tax‑deductible while key requisites are missing.

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

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.

1. Financial‑year basics

To change the FY you must submit a shareholders’ resolution and amend the articles in the Business Register before the new FY starts.

2. What must be included?

Estonian GAAP (Estonia’s Good Accounting Practice) recognises four size categories. Reporting requirements scale with size:

Most of our clients fall under micro or small category.

3. Penalties for late filing

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

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

Submitting early avoids last‑minute e‑system congestion.

5. Key accounting frameworks

• Accounting Act – bookkeeping, source documents, reporting.
• Estonia’s Good Accounting Practice – national GAAP.
• Accounting Board guidelines – interpretations & detailed rules.

Solid day‑to‑day bookkeeping is the foundation of a clean annual report. We help micro and small OÜs keep ledgers in shape and file on time.

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.

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

For physical persons, an address provides a means to receive letters, small packages, and other physical mail. Additionally, for individuals seeking to launch their own businesses, it is mandatory to have an address for establishing a company in Estonia.

For juridical persons utilizing a professional address can increase the credibility and professionalism of a business and make it more approachable to potential clients. It also provides a location for official correspondence and legal documentation, making it easier for companies to stay on top of important matters.

In addition to these benefits, an address can also help companies comply with legal requirements. For example, certain types of businesses may need to have a physical address in order to obtain necessary licenses and permits. By having a registered address, companies can avoid potential legal issues and ensure that they are operating in accordance with the law.

Overall, whether you are a physical or juridical person, utilizing an address can provide numerous benefits for both personal and professional use. From receiving physical mail to establishing a professional presence, an address is a crucial component of any successful business or personal venture.

Please take a closer look at our respective service:

Package ONE

This will be provided upon order or subscription renewal.

The certificate will be automatically sent to the email you provided during the order process.

In the event that you are unable to locate it, please inform us, and we will manually resend it to you.

We have two addresses that we offer, both are in the city center, in prime locations, in Tallinn, European Union.

Addresses may be added and changed as the activity expands.

Juhkentali 8, Tallinn 10132

Tornimäe 7, Tallinn 10145

When changing company data in the business register, a state fee must be paid for the actions.

During the final phase of the application submission process in the Register, bank account, and reference number information is provided.

There is also an option to pay instantly using bank links.

It should be noted that failure to pay the state fee will result in the application not being processed.

Should any obstacles arise during the payment process, we offer a specialized service free of charge to assist with payment.

State fee for registry entry

The authenticity of an address is a crucial factor in various institutional settings, including the Estonian Business Registry, payment solution providers, and banks, among others.

It is important to note that these entities do not accept the use of “not real” or “virtual addresses.”

Therefore, it is recommended that individuals and companies provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

Please take a closer look at our respective service:

Package ONE

When establishing a company in the Estonian Business Register e-environment, it is the responsibility of the establisher or establishers to add the address, which will appear on the company foundation decision, articles of association, and the registry card.

It is possible to add a new address, such as the one we provide, to an existing company as well.

Instructions on how to add or change an address will be included in your order confirmation, which can be downloaded for your convenience. If you encounter any difficulties locating the instructions, please let us know, and we will resend them manually.

Please note that the aforementioned instructions apply if the establisher of the company or the owner/s has an Estonian e-residency card or other accepted digital ID solution. If this is not the case, a Power of Attorney or the presence of the individual at an Estonian Public Notary is required.

Our company is dedicated to helping our clients navigate these requirements, and we are available to provide assistance with all necessary steps.

Please take a closer look at our respective service:

Package ONE

Of course.

From our services address, address and contact person and accounting services are subscription based services.

In the Kliendikeskkond view Subscription page, subscribers have the ability to perform various actions such as suspending or canceling their subscription, modifying the shipping address or payment method for future renewals, and upgrading or downgrading their subscription level.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

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.

1. Financial‑year basics

To change the FY you must submit a shareholders’ resolution and amend the articles in the Business Register before the new FY starts.

2. What must be included?

Estonian GAAP (Estonia’s Good Accounting Practice) recognises four size categories. Reporting requirements scale with size:

Most of our clients fall under micro or small category.

3. Penalties for late filing

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

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

Submitting early avoids last‑minute e‑system congestion.

5. Key accounting frameworks

• Accounting Act – bookkeeping, source documents, reporting.
• Estonia’s Good Accounting Practice – national GAAP.
• Accounting Board guidelines – interpretations & detailed rules.

Solid day‑to‑day bookkeeping is the foundation of a clean annual report. We help micro and small OÜs keep ledgers in shape and file on time.

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.

Apostille proves the authenticity of the document.

The person who signs the document and makes a national public document of one country available to a foreign country that is a party to the relevant international convention (the list of the convicted states can be consulted on the convention website.

Only Public Notaries draw up public documents for the Republic of Estonia. A notary cannot certify with an apostille a document that he has certified or authenticated.

Therefore, two notaries must be used. Later, the document must also be translated into a suitable language by a sworn translator.

Check out our corresponding service:

Apostilled Documents

The power of attorney is necessary so that we can carry out transactions on behalf of the client within the framework of the authorization given by him.

The document must be apostilled in the country where it was issued. The translation must be made by an Estonian sworn translator.

An unofficial document is not certified by a Notary.

In Estonia, the list of shareholders is maintained by board members and has no official meaning. The information provided in the registry card is of official significance to the shareholders.

But we can translate it with a sworn translator.

How do we get a shareholder list?

A sample will be included with your order, which you can fill out with your details and then send it back to us.

To clarify, this is not a background check related to obtaining an Estonian e-residency.

E-residency is a transnational digital identity designed to facilitate location-independent business administration. It provides access to secure and convenient digital services that enhance credibility and trust online. Please note that e-residency does not confer citizenship, tax residency, residence, or right of entry to Estonia or the European Union. It is not a visa or residence permit, and the e-resident digital-ID card does not function as a physical identification or travel document.

Applicants for e-residency are subject to a state fee. Depending on the selected pick-up location, additional fees may apply. If an office in Estonia is chosen as the pick-up location, there is no additional fee. If a foreign representation of Estonia is selected, an additional fee of 20 euros will be charged upon application. If the pick-up location in Seoul, South Korea; Tokyo, Japan; or San Francisco, USA, an additional service fee will apply, which must be paid directly to the service provider upon collecting the document.

Please note that the Police and Border Guard Board conducts background checks on all e-residency applicants. More detailed information about applicable fees for each location is displayed upon selecting a specific pick-up location. The laws and regulations governing e-residency applications can be found in the Identity Documents Act and the State Fees Act. The terms and conditions for the use of personal identification documents of the Republic of Estonia can be accessed here.

For more information, please visit Police and Border Guard Board.

Please take a closer look at our respective service:

Background check

Upon receipt of your order and payment, we request that you provide us with the necessary data to proceed with the background check.

We will conduct a thorough investigation by checking all relevant official registries in Estonia.

Upon completion of our investigation, we will compile the relevant data and prepare a comprehensive report which will be provided to you in PDF format.

Please take a closer look at our respective service:

Background check

The Estonian Business Law provides two bases for this.

Either pay it during the establishment process or pay it later. So a company can be set up without an immediate share capital down payment.

The shareholder shall pay for the share in full within one year, but at the latest share capital must be paid when dividends will be paid. No share capital paid, no dividends.

A) An annual report must be submitted

To the registration department of a country court no later than within 6 months after the end of the financial year. The report can be submitted through the Company Registration Portal. If you do not submit the report in due time, the court maintaining the register may fine both the company and its management board members without advance warning.

The company’s financial year is always the calendar year, starting on the 1st of January and ending on the 31st of December.

B) The company’s business name, registry code and location

Must be stated in the company’s business documents and on its website. The annual report must also state those data and additionally the company’s e-mail address and website address as well as other telecommunications data.

C) Activities

Are presented in the annual report. Enclose up to 10 largest activities by sales revenue as annexes to the report. Activity cannot be freely described but instead must be indicated as the relevant wording in the Estonian Classification of Economic Activities, level 4. Insignificant activities are not required to be stated. The management report provides a more detailed description of the reporting year’s activities and the changes planned for the coming year. Please keep in mind that stating an activity in the Commercial Register does not automatically grant you the right to engage in it if a special law prescribes any additional requirements (for example the Trading Act requires that a place of sale be registered with the local government, the Building Act requires that a building contractor be registered, the Public Transport Act requires a public transport or taxi license, etc.).

D) Changing registry data (company address, management board members, etc.)

A petition for entry of change is filed with the county court maintaining the register. A petition for entry can be filed through Company Registration Portal or a notary. A state fee must be paid when filing a petition for entry (indicating the company’s registry code and the relevant reference code).

Notice of changes to data outside entries must be sent through Company Registration Portal or by post. Data outside entries can be changed without a state fee. A state fee is also not required for submitting a resolution of shareholders or the supervisory board to extend the duration of powers of a management board member entered into the register.

Documents (both on paper and digital) must be submitted as originals (incl. with original signatures) or as notarised copies. A notary may also prepare a digital copy of a document. Documents must be in Estonian or accompanied by a translation made by a sworn translator or certified by a notary. If failing to submit the required data, the company, as well as all its management board members can be fined repeatedly.

E) A person’s address

Is looked up from the Population Register by the county court maintaining the register. But if a company’s management board member, liquidator or the chair of the supervisory board does not have a place of residence registered in the Estonian Population Register, the data of that place of residence must be submitted and any changes in those data must be notified of immediately. Those data are also considered data outside entries so no state fee is required for them.

Every Estonian company must have an Estonian address.

F) The list of shareholders

Is kept by the private limited company’s management board.

If other shareholders have a pre-emptive purchase right, a shareholder selling its share must present the sales contract to the management board so that the management board can inform other shareholders. The notary certifying a sale or pledge of a share will also communicate the transaction to the county court maintaining the register. The management board may assign the list of shareholders to be maintained by the Estonian Central Register of Securities for a fee. In that case transactions with shares are conducted through a securities account opened in a bank. If a company had multiple shareholders and only a sole shareholder remains then the management board must send a notice to that effect to the county court maintaining the register.

Only private persons who have an Estonian personal ID code can register an Estonian company online. If you as a legal entity would like to register an Estonian company, please get in touch with us. We will help you with the registration process.

The company can be registered by one founder. If you have more than one founder, please get in touch with us. We will help you with the registration process.

To register an Estonian company, both the founder and the board member(s) must have an Estonian personal ID code. If the founder and the board member are different persons, both must digitally sign the company registration application. You will be able to download the application after filling out the registration form. Once you have signed the downloaded document, you must upload it to the portal for submission.

The management board of an Estonian company can be located outside of Estonia. In this case it is regulated by the law to provide the address of the board and appoint an authorized contact person.

G) Equity capital level

You must make sure that the company’s net assets (equity capital) do not decrease below one half of its share capital, and never below the lower limit of share capital set forth in the law. Otherwise the management board must summon the shareholders to decide an involvement of new funds, a merger, a reconstruction or dissolution of the company, etc. In the case of long-term insolvency, the management board must immediately present the court with a bankruptcy petition. Failure to react can bring about proprietary and criminal liability for the management board.

The share capital of the company must be at least 2500 euro. The maximum share capital permitted is 25 000 euro. You can register the company without having to deposit the share capital. You can do this later at the bank.

H) The Tax and Customs Board

And other national and local authorities utilise the Commercial Register’s data through a computer network and they are forbidden from requesting you to submit an excerpt of the Commercial Register (§ 541 (1¹) of the Commercial Code). You do not have to register separately as a person paying income tax, social tax and land tax. Still, you have to register as a person paying value added tax (VAT) if your company’s annual turnover exceeds the lower limit set forth in the law. You can register as a person paying value added tax through the website of the Tax and Customs Board.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

Estonia has a very transparent tax system and it is easy to understand for the foreigners, because of the flat tax rates. Here are some of the main tax benefits of an Estonian company.

1. The most important aspect about Estonian company’s taxes is that you only pay corporate income tax when you distribute dividends. If you don’t distribute dividends, then you don’t have to pay corporate income tax. So, you can use all the money that goes to your business bank account for reinvesting and growing the business and you won’t be taxed for that. In that sense, Estonia is the ideal place for growing your business compared to many other European countries where you have to pay taxes as soon as you earn income.
2. In some cases, you can take out tax-free dividends, for example if you have a permanent establishment or when you receive dividends from a subsidiary. We will discuss permanent establishment separately in the upcoming sections.
3. And lastly, a unique regulation about the Estonian tax system is that you, as a private person, don’t have to pay personal income tax additionally to the corporate income tax when the company pays you dividends. However, this applies only when you, as a private person, are a tax resident of Estonia. This is unique, because in most of the countries a private persons must pay personal income tax when they receive dividends. Nevertheless, this doesn’t mean that you, as a private person, don’t have to pay the personal income tax in your homeland.

It is very important to understand that there are different taxes for the company, and you as a private person. Therefore, you have to keep your personal and company’s money separate, as these are two independent persons: a natural person and a legal person.

This also means that it is not considered as double taxation when the company distributes dividends and pays corporate income tax, and when a private person receives dividends and pays personal income tax on that. We will discuss how double taxation works in the following section.

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, if the incorporation takes place with a Public Notary, then the verified documents on paper can also be received.

If there is a need to use these papers abroad, they must be legalized through the apostille:

Apostilled Documents

If the intended activity of the company is not related to Estonia, you will not be able to open a bank account in Estonia.

This requires, for example, cooperation partners in Estonia, the partnership must also be verifiable (contracts, sales invoices, letters of confirmation), etc.

Also, to open an account with an Estonian bank, a board member of the company shall be present in the opening process.

But wait a moment, why you need a bank account in Estonia? You can open a bank account in your selected country, in your home country, or use our partners.

Just establish a company in Estonia, get your papers legislated, and open a bank account where you want and can do it.

When establishing a company in the Estonian Business Register e-environment, it is the responsibility of the establisher or establishers to add the address, which will appear on the company foundation decision, articles of association, and the registry card.

It is possible to add a new address, such as the one we provide, to an existing company as well.

Instructions on how to add or change an address will be included in your order confirmation, which can be downloaded for your convenience. If you encounter any difficulties locating the instructions, please let us know, and we will resend them manually.

Please note that the aforementioned instructions apply if the establisher of the company or the owner/s has an Estonian e-residency card or other accepted digital ID solution. If this is not the case, a Power of Attorney or the presence of the individual at an Estonian Public Notary is required.

Our company is dedicated to helping our clients navigate these requirements, and we are available to provide assistance with all necessary steps.

Please take a closer look at our respective service:

Package ONE

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Single or multiple founders are possible.

All founders must log in to the Estonian Commercial Register with an e-residency ID card and provide their signature.

A legal entity can reserve a business name for six months.

A legal entity can have one business name reservation at a time. A legal entity with the same business name cannot book a second time.

When reserving a business name, you must choose the legal form and field of activity for which the business name will be used. The reserved business name can only be used in the selected legal form and field of activity.

For a good reason, the reservation can be extended once for three months no later than 5 working days before the original reservation expires.

Certainly.

In fact, having a legal address and a contact person residing in Estonia are prerequisites for the establishment of an Estonian company, particularly when the board members are based outside of Estonia.

These requirements are compulsory in order to comply with Estonian business laws and regulations.

Yes, this must be done in the so-called official notices, after the liquidation decision has been submitted to the Estonian Business Registry.

Adding it there or instructing to do it is included in the price of our service.

When the net assets (equity) of an Estonian private limited company (OÜ) fall below the statutory threshold, the board and shareholders must act quickly to avoid personal liability and, in the worst case, compulsory dissolution.

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

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 share capital of €10 000 must keep equity ≥ €5 000.
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, within three months after approval of the annual report, convene a shareholders’ meeting to decide on remedies.

2. Legal options (Commercial Code § 176)

3. Practical ways to restore equity

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

4. 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 – professional firms can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

5. Director’s liability

Failure to address negative equity may expose the board to personal liability for damages (Commercial Code § 187) and fines. Timely action and documented shareholder decisions are therefore crucial.

6. Frequently asked questions

Need help?
We can assist with share‑capital operations, draft resolutions, Business Register filings, or a turnkey liquidation package.

This guide is provided for general information and does not constitute legal advice.

Estonian notaries have launched an e-notary service so that company owners can visit an Estonian Embassy abroad to transfer shares, instead of at a notary office in Estonia.

You can read more about this on the e-Residency blog here.

You can choose a notary by logging in with your digital ID at notar.ee.

Don’t worry too much about which one to choose, as long as they can conduct the transaction in English and are part of the e-notary scheme. Notary fees are regulated by law and they all provide the same good quality of service.

In the self-service you can:

• Choose a notary and make an appointment
• Initiate transactions and enter transaction details
• Examine contracts before the transaction
• View all your notarial transactions and invoices

You can use e-Notary in:

• all over Estonia and in the following embassies:
• Helsinki
• Stockholm
• Brussels
• London
• Riga

In the self-service you can:

• Start and sell of companies shares
• Certification of copies, printouts, signatures
• Authentication of power of attorney
• Apostille
• etc.

What is the address of the e-notary?

https://iseteenindus.notar.ee

The liquidators shall immediately publish a notice of the liquidation proceedings of the private limited company in the official publication Ametlikud Teadaanded.

The notice of liquidation must state that the creditors if they exist, must submit their claims within four months of the publication of the notice.

The story is that we are offering a faster way, 48 hours, to get rid of your business, but process speed will start to run from the moment when Public Notary has verified documents.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

The usual liquidation process lasts at least half a year.

It starts with the initial decision and ends with the final balance and deletion from the register. A faster solution is to sell the company to us, and then we will continue with the liquidation ourselves.

The fastest timeline for completing the liquidation of a private limited company in Estonia is six months after the entry of the dissolution in the commercial register and publication of the liquidation notice, as well as three months after notifying shareholders of the final balance sheet and asset distribution plan.

It is important to note that this timeline is dependent on all necessary requirements being fulfilled within this timeframe.

A private limited company can be dissolved by a resolution of the shareholders, a court decision, bankruptcy or other conditions specially specified for that purpose in the articles of association.

Yes, it’s possible.

A private limited company or public limited company may, as a company being acquired, merge with the assets of a natural person (acquiring natural person) who is the sole shareholder of the company.

The merger is permitted also in case the shares are in the joint ownership of the spouses. The merger of a private limited company or public limited company with the assets of the company’s shareholder who is a natural person is permitted also in case in addition to this shareholder the shares of a private limited company or public limited company being acquired are held exclusively by the company itself.

The assets of a company being acquired, including its obligations, shall transfer to the acquiring company upon merger.

The merger will take place without liquidation proceedings. So it’s faster than conventional liquidation.

The merger process between a natural person and her/his company takes far less than the conventional liquidation – about 2-4 months.

To be considered a permanent resident in Estonia, you must live in the country for at least 186 days each year due to personal or professional reasons.

You can provide various documents to prove your permanent residence, including a lease agreement signed for at least six months, an employment or service contract lasting for at least six months, proof of property ownership in Estonia, invoices in your name for utilities or fuel, evidence from a school or kindergarten if you have minor children, an annual report if you serve on an Estonian company’s board, transportation tickets with clear dates of stay, letters of explanation from people you live with, and other evidence showing your personal ties to Estonia.

If you provide an employment contract, a certificate of studying in Estonia, or a certificate of being in Estonian military service, one certificate is enough. However, for other evidence, such as a lease agreement, additional evidence must also be provided along with the lease agreement.

The Economic Operators Registration and Identification System, commonly referred to as EORI, is a registration system that is mandatory for companies engaged in importing or exporting goods from or to non-EU countries within the EU.

The EORI code is specific to the country where the company is established and is required for customs clearance procedures.

For instance, if an Estonian company imports goods directly to Germany, it is still required to obtain an EORI number in Estonia, as this is where the company is registered. This ensures compliance with the EU’s customs regulations and facilitates the efficient movement of goods across borders.

The validity or invalidity of an EORI number can be checked by visiting the “Confirmation of EORI Number“.

In cases where the concerned person has authorized the disclosure of their information, it is possible to conduct a search for the name and address of the company or individual associated with that EORI number.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

An authorization is a collection of rights within the limits of which a representative may act on behalf of the principal.

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:

It is imperative to activate the SIM Card roaming before sending it abroad.

Our company ensures that the SIM card is activated in Estonia before dispatching it to the customer.

If there are any obstacles during the activation process, our service provider, Telia (www.telia.ee), can provide assistance.

Please note that any issues arising after the SIM card has been dispatched are the responsibility of the customer and should be addressed directly with the service provider.

To commence usage of the prepaid card, simply insert the SIM card into your mobile device, turn it on, and enter the designated PIN code of 0000.

The usage time of the card commences upon activation, which is achieved by initiating a call.

Roaming capabilities have been enabled within Estonia, providing further convenience and ease of use for travelers and locals alike.

The starter kit for the prepaid card includes an initial balance of 1 EUR. The card remains active for a period of 180 days from the day of activation or top-up with a minimum of 3 EUR.

After the 180-day period has lapsed, the card will still enable the user to answer incoming calls, read messages, make calls to the Estonian emergency number 112, and top up the card for an additional 30 days.

This arrangement affords users greater flexibility and autonomy in managing their communication needs.

The process of charging, or adding credit to an account, is a straightforward and convenient procedure.

It can be accomplished remotely through various means, such as accessing the Telia portal or utilizing the Telia app.

Additionally, Telia offers a global option to purchase calling time, allowing for seamless communication across international borders. These multiple avenues for charging facilitate accessibility and flexibility for users, while also ensuring consistent and reliable service from Telia.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

According to the Non-Profit and Foundations Act, there must be at least two founders.

The number of board members is not limited. Founders can be both natural and legal persons.

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, if the incorporation takes place with a Public Notary, then the verified documents on paper can also be received.

If there is a need to use these papers abroad, they must be legalized through the apostille:

Apostilled Documents

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

This can be done additionally.

This can be defined in the memorandum and articles of association. Together with the already predetermined option set based on EMTAK.

We will draw up an establishing contract and articles of association.

The Estonian Classification of Economic Activities (EMTAK) is the national version of the international harmonized NACE classification. EMTAK has a hierarchical structure, being divided into five levels. The first four levels conform to the NACE structure and the fifth level is the national level, established according to the specifics of the Estonian economy and the relevant legislation.

Additional info:

Field of activity?

Basically, yes, if the activity is related to the goals of the association.

However, it should not be the only source of income. The main part or some part must still usually come from subsidies and membership fees.

The foundation cannot be established remotely.

Establishing documents must be verified with Public Notary on site in Estonia or we must have Power of Attorney from you to act on your behalf.

Unfortunately, the e-Residency status alone does not include the provision of a physical address in Estonia.

A stronger connection with Estonia is needed. Establishing a company is a very suitable solution for this. We can help with that. As well as with a contact person and a legal address service. These services will assist you in meeting the necessary requirements and ensuring compliance with the regulations of Estonia’s company registration process.

Estonia is NO. 1 most entrepreneurial country in Europe (World Economic Forum) with the world’s most digitally advanced society

• The taxation system of Estonia is favourable because the refinanced and retained profit is not subject to the corporate income tax. All taxation can be done remotely. So do company establishment, accounting etc.
• Secure online access to company data (legal facts, accounting, banking, taxes, etc.), allowing you to operate the company from anywhere in the world without the need for a regular physical presence in Estonia.
• Member of the European Union
• Member of the European Monetary Union (currency: Euro)
• English is widely spoken
• Transparent and attractive tax system
• Rapid company registration and business set up
• Easy business management via innovative e-solutions
• Pro-business environment

The definition of the beneficial owner is defined in § 9 of the Money Act, according to which a beneficial owner is a natural person who ultimately owns or controls a legal person through the direct or indirect holding of a sufficient number of shares, voting rights, or ownership, including participation in bearer shares or otherwise.

The real beneficiary can be through direct or indirect control. Direct control is when a natural person has a shareholding of more than 25% in a company. Indirect control is when a company that is controlled by a natural person or several companies that are controlled by the same natural person owns more than 25% of the company.

In principle, a situation is also possible where no natural person has a shareholding of more than 25% in the company. For example, it could be a private limited company with 4 shareholders with equal shares, all of whom have a 25% shareholding and the corresponding voting rights. Thus, within the meaning of the Money Act, none of them exercises control over the private limited company and such a legal person has no real beneficiary.

The Manual for adding beneficial owners:

[sociallocker] The Manual for adding beneficial owners [/sociallocker]

A natural person is a resident if one of the following conditions is met:

Estonia invites anyone in the world to apply for e-Residency, as long as:

• You have a reasonable interest in using e-services in Estonia
• You are not an Estonian citizen or a foreigner residing in Estonia on a residence permit or with the right of residence (you already have a government-issued digital ID)

E-Residency is particularly well-suited for many freelancers, consultants, digital nomads, solo entrepreneurs and other digital entrepreneurs interested in establishing a digital services company they can manage from anywhere.

As a general rule, the bank asks for a certified copy of the shareholder’s and director’s passport (beneficial owner), as well as recent proof of residence which, must be less than three months old. However, the full scope of documents depends on the bank, and on the particulars of each case. If the client goes to the bank in person to open the account, a certified copy of the passport is not required.
We will send you the additional documents necessary for opening the account by email, as an attachment, for you to sign and return to us preferably by special courier ( DHL, FedEx or Chronopost), along with the other documents mentioned above.

Disclaimer:

• Each bank account application is subject to the bank’s mandatory due diligence requirements and duties under national and international (FATF) standards, in particular, to prevent money laundering, and nothing on this webpage shall be construed as an offer to waive such requirements and duties.
• Banks are listed as examples only. You will need to confirm your choice of a bank after the registration of your company. You have no obligation to select a listed bank and may propose another bank of your choice. SFM is not proposing bank services. An introduction service includes the preparation of the application form and the submission of the application file. Any application is subject to the acceptance of the client by the bank.

• IT IS NOT an actual residency. It does not give you any rights to stay in Estonia, the EU or the Schengen zone whatsoever. Nor any other social rights in Estonia or anywhere else.
• IT IS NOT a way to avoid paying tax in your actual country of residence.
• IT IS NOT a citizenship, and you will never receive any consular support from the Estonian government for holding an e-residency.
• IT IS NOT a travel document. It is not a picture ID. It can not be used as a form for identification in the “real world.”

To be considered a permanent resident in Estonia, you must live in the country for at least 186 days each year due to personal or professional reasons.

You can provide various documents to prove your permanent residence, including a lease agreement signed for at least six months, an employment or service contract lasting for at least six months, proof of property ownership in Estonia, invoices in your name for utilities or fuel, evidence from a school or kindergarten if you have minor children, an annual report if you serve on an Estonian company’s board, transportation tickets with clear dates of stay, letters of explanation from people you live with, and other evidence showing your personal ties to Estonia.

If you provide an employment contract, a certificate of studying in Estonia, or a certificate of being in Estonian military service, one certificate is enough. However, for other evidence, such as a lease agreement, additional evidence must also be provided along with the lease agreement.

Estonian Mobile ID allows people to use a mobile phone as a form of a secure digital ID.

Like the ID card, it can be used to access secure e-services and digitally sign documents but has the added advantage of not requiring a card reader.

The system is based on a special mobile SIM card, which the customer must request from the mobile phone operator. Private keys are stored on the mobile SIM card along with a small application delivering the authentication and signature functions.

Additional data

The power of attorney is necessary so that we can carry out transactions on behalf of the client within the framework of the authorization given by him.

The document must be apostilled in the country where it was issued. The translation must be made by an Estonian sworn translator.

The data of a legal person related to you can be viewed by entering the e-business register

as a natural person with your ID card / mobile ID or Smart-ID (it is not possible to sign annual applications with smart ID) here: https://ariregister.rik.ee/eng

The manual:

Estonian notaries have launched an e-notary service so that company owners can visit an Estonian Embassy abroad to transfer shares, instead of at a notary office in Estonia.

You can read more about this on the e-Residency blog here.

You can choose a notary by logging in with your digital ID at notar.ee.

Don’t worry too much about which one to choose, as long as they can conduct the transaction in English and are part of the e-notary scheme. Notary fees are regulated by law and they all provide the same good quality of service.

In the self-service you can:

• Choose a notary and make an appointment
• Initiate transactions and enter transaction details
• Examine contracts before the transaction
• View all your notarial transactions and invoices

You can use e-Notary in:

• all over Estonia and in the following embassies:
• Helsinki
• Stockholm
• Brussels
• London
• Riga

In the self-service you can:

• Start and sell of companies shares
• Certification of copies, printouts, signatures
• Authentication of power of attorney
• Apostille
• etc.

What is the address of the e-notary?

https://iseteenindus.notar.ee

A Public Notary in Estonia is an intermediary between a physical or juridical person and the Estonian Business Registry.

You have the right to demand that a notary who has certified or confirmed the application for representation represent him or her in the administration of the court registry department, including forwarding documents (see also § 30 (2) – (21) and § 33 (1) of the Notaries Act).

If you want the notary to certify the substance of the application, the certification fee also includes legal consultation, preparation of a draft application, and information on how much you have to pay the state fee.

In addition, at the request of participants, a notary has the right and obligation to prepare and submit to the population register a notice of change of residence data and an application for an activity license, license, and registration specified in Annex 1 to the Notarial Regulations (see § 37 of the Notarial Regulations).

Non-residents not registered in the commercial register in Estonia and operating in Estonia through a permanent establishment or non-residents not having a permanent establishment but being employers in Estonia have to register with the Estonian Tax and Customs Board. Likewise, non-resident employees and recipients of payments not having an Estonian personal identification code have to be registered with the Estonian Tax and Customs Board.

Closer look: https://www.emta.ee/en/business-client/registration-business/non-residents-e-residents/registration-non-resident

If you want to live and work in Estonia, you must submit your permanent local address to the Population Register of Estonia.

You will not have access to Estonian health insurance, social support, and the right to use many other public services without having your data in the register. So, when moving, always update your address in the register as well.

Things to bring when registering your place of residence:

• A residence notice (filled before or on the spot). The document is only available in Estonian, but have a look at a translated example.
• Your personal ID or a photocopy of the ID if the documents are sent by mail.
• A copy of a document proving your residence and the right to use these premises (your tenancy agreement, for example). If the property you register to live at belongs to many owners, you must have everyone’s consent.

If you own an Estonian ID card, you can register your place of residence online via the citizen portal eesti.ee.

Answers to all the most frequently asked questions about the electronic use of ID card and Mobile ID on the id.ee.

However, if your problem remains unsolved, please contact the ID Help Centre through the form here. The more precisely you describe your problem and the emergence of the situation, the more personalized assistance we can provide. All answers with easy steps and instructions that could help to resolve your problem will be sent to you in writing!

Smart-ID personal identification can be used today in Estonia, Latvia, and Lithuania. Anno 2023.

If you are an alien living in Estonia the options are:

• Residents of Estonia, Latvia, and Lithuania (incl. people staying here on the basis of a permanent residence permit) have a residence permit card. It allows you to create a Smart-ID account exactly as you would with an ID card: just follow the on-screen instructions. Your personal identification code is written on the residence card.
• If you are a non-resident, ie a person who does not have a local personal identification code, it is not possible to create a Smart-ID account in Estonia and Latvia. However, it is possible to register a Smart-ID Basic account with limited rights in Lithuania by visiting the bank branch of Medicines Bankas, don’t forget to bring your identity documents!

Additional data: https://www.id.ee/en/article/smart-id

Your e-Residency digital ID card is an electronic personal identification used to identify yourself over the Internet securely.

Just like showing identification when completing a credit card transaction at a store, you indicate your digital ID for verification over the internet so companies are certain you are you.

The ID card has technical support. If starting to use the card online seems difficult or daunting, they are there to assist you, here: https://www.id.ee/en/id-card

On their website, you can find how-to videos, support articles, step-by-step solution finders, and the contacts of the support team.

Video:

For an example of the videos, check out how to create a digitally signed document on your computer!

Manual for logging in to the business registry:

Customers can log into the client area and pay to renew their subscriptions.

All offered payment gateway extensions can be used to process manual renewal payments. Customers can choose a different payment method for each renewal payment. It’s better to set up automatic payments.

If there is a problem with logging in to the customer area, let us know and the payment link will be sent.

After we receive the payment we will manually extend your subscription.

If the intended activity of the company is not related to Estonia, you will not be able to open a bank account in Estonia.

This requires, for example, cooperation partners in Estonia, the partnership must also be verifiable (contracts, sales invoices, letters of confirmation), etc.

Also, to open an account with an Estonian bank, a board member of the company shall be present in the opening process.

But wait a moment, why you need a bank account in Estonia? You can open a bank account in your selected country, in your home country, or use our partners.

Just establish a company in Estonia, get your papers legislated, and open a bank account where you want and can do it.

An authorization is a collection of rights within the limits of which a representative may act on behalf of the principal.

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:

When establishing a company, the legal address is drawn up by the founder or founders in the e-Business Register.

The address will be indicated in the decision on the establishment of the company, the Articles of Association, as well as in the registration card.

The software guarantees that only real addresses are added. A step-by-step guide is added to your order confirmation.

The contract is signed digitally.

The following solutions are accepted for this purpose:

Estonian e-residency card, Estonian ID card, Dokobit, or Docusign solutions.

Manual how to use e-residency and ID card.

You must submit a notice of residence to the city or rural municipality government of your place of residence.

A notice of residence can be submitted:

• in the e-population register. You can also view the information and status of the notice of residence you already submitted there in the e-population register.
• by sending a digitally signed e-mail to the city or rural municipality government of your place of residence (to the city district government in Tallinn)
• by sending a regular letter to the city or rural municipality government of your place of residence, adding a copy of the side of your identity document that shows personal data to the notice of residence
• at the city or rural municipality government.

Printable and digitally fillable form of notice of residence is available on the homepage of the Ministry of the Interior.

Entering additional addresses in the population register

If you use several residences permanently, you must select one which is going to be entered as the residential address with legal effect (main residence) to the population register.

Other residences can be submitted to the population register as additional addresses.

You have an obligation pursuant to law to make sure your residence address in the Population Register is correct

When you are changing your residence in Estonia, relocating to a foreign country, or relocating from a foreign country to Estonia, you need to submit a notice of residence to register a new place of residence in the Population Register.

• Review the eligibility requirements.
• Fill in the application form online. Print the form and sign it after completion. The state fee is 80€ for a Type C (short stay) visa and 100€ Type D (long stay) visa.
• Make an appointment at your nearest Estonian Embassy or Consulate to submit your application. Make sure you bring copies of any required supporting documents.
• Applications are typically reviewed not sooner than 15 days

Application form for a visa can be pre-filled online. If the visa application is submitted to other Member State representing Estonia in issuing short-stay visas, kindly fill in the Schengen visa application form of the respective Member State.

An e-resident is a non-resident according to Estonian tax legislation. Only income derived in Estonia is taxed in Estonia.

If there is no activity or income derived from Estonia, taxes should be paid in the country where the service is provided or activity is done or income is derived from, the pure e-residency alone does not influence foreign or Estonian taxation.

An Estonian company established by an e-resident is an Estonian tax resident. The Estonian e-residency does not automatically exempt from taxation elsewhere.

Tax residency is the place where you actually have to pay the taxes. For example, if you are an Estonian citizen, but have lived more than 183 days per year in Finland, then you become a tax resident in Finland and have to pay the taxes there.

Generally, a company’s tax residency is in the country where the company is established. So, if the company is based in Estonia, then by law the tax residency is in Estonia. There are exceptions to this rule that will change the tax residency of your company, which we will discuss later in this article.

When talking about tax residency or even e-Residency, it is essential to emphasize that neither is an actual residency. So, if you receive your e-Residency card, then this doesn’t make you a resident nor a tax resident of Estonia – it is a common false perception. E-Residency is not related to a visa or a resident permit and doesn’t enable you to travel to Estonia. An e-Residency card is a digital identity that allows you to run a business in Estonia from a distance and fully online.

NB!

• e-Residency will not change your personal tax residency
• A company registered in Estonia is automatically a tax resident in Estonia
• Your personal residency may trigger tax residency for your company in your place of residence as well

It should be noted that immediate registration in the population register is not possible for foreign nationals.

However, our address service can serve as a preliminary step in this process. The recommended order for address registration is as follows: the address, followed by the company, then the business, and finally, a residence in Estonia for at least 6 months per year.

One viable option for foreign nationals seeking registration in the population register is to purchase real estate in Estonia and reside in the country for at least 6 months.

Subsequently, they may submit an application to the local government in the region where they reside in order to initiate the registration process.

No. Your status as an e-resident does not grant permission to live in Estonia or within the EU. You will not receive benefits related to EU residency by becoming an e-resident.

If your IOSS number is canceled or expires, you should immediately contact the Estonian Tax and Customs Board. Understand the reason for cancellation or expiration.

Find out how to reapply or renew your IOSS registration. Continuing to sell goods in the EU without a valid IOSS number could lead to non-compliance with VAT regulations.

It may also result in potential penalties.

The Import One-Stop Shop (IOSS) number is designed to simplify VAT payments for cross-border e-commerce transactions within the EU. Estonian businesses can apply for an IOSS number through the Estonian Tax and Customs Board website. This registration allows businesses to manage VAT collection more efficiently when selling goods to other EU member states.

Companies using the IOSS number must maintain accurate records of all eligible sales for ten years. They need to make these records available upon request by any EU member state. Businesses are also required to ensure that the VAT charged at checkout is correctly calculated based on the buyer’s location. Compliance with these requirements is crucial for maintaining the validity of the IOSS registration.

The IOSS number helps Estonian companies streamline the VAT collection process. It simplifies the declaration process when selling goods to other EU countries. It helps avoid double taxation. It simplifies administrative procedures. This is achieved by allowing businesses to report and pay VAT in a single monthly return, regardless of the EU countries to which they ship.

As part of our services, we are authorized to obtain a Legal Entity Identifier (LEI) code on your behalf.

This process involves the allocation of a unique code to your legal entity, which facilitates identification and tracking within financial transactions.

The price is the annual payment.

The LEI code application process can be conveniently carried out remotely, provided that you possess an e-residency card. Alternatively, we can obtain the LEI code on your behalf through a Power of Attorney arrangement, which grants us legal authorization to act on your behalf.

By entrusting us with the task of obtaining an LEI code, you can rest assured that the process will be carried out efficiently and effectively, with all necessary legal and regulatory requirements met.

Our team of experts possesses the requisite knowledge and expertise to ensure that the LEI code obtained is both accurate and compliant with applicable regulations.

Only the paid-in share capital can be returned.

The authorized capital and the funds remaining in the bank account can be returned to the owner 4 months after the start of the liquidation process.

There exist mandatory steps that must be undertaken in accordance with the law, pertaining to the liquidation of a company.

These steps include the following:

1. A liquidation decision must be made by the members of the board. This decision will be legally signed and subsequently submitted to the Estonian business registry through the e-business registry environment. Although this process may also be carried out through a Power of Attorney, utilizing the services of an e-notary, it is recommended that the e-business registry is utilized.
2. Notification of the liquidation process must be made available in the Government’s official notices center, which can be accessed at www.ametlikudteadaanded.ee.
3. Preparation of the final balance sheet is required as part of the liquidation process.
4. A decision to delete the company or any other relevant legal entity from the Estonian business registry must be made in accordance with legal requirements.

By adhering to these mandatory steps, entities can ensure that their liquidation process is carried out in compliance with legal requirements and regulations, ultimately minimizing any potential legal implications or consequences.

The usual liquidation process lasts at least half a year.

It starts with the initial decision and ends with the final balance and deletion from the register. A faster solution is to sell the company to us, and then we will continue with the liquidation ourselves.

The liquidator’s right of representation is identified only from the business register.

Ametlikud Teadaande is the official online publication of the Republic of Estonia, in which announcements, invitations, and announcements are published for public announcement.

The data can be added by entering the e-business register as a natural person with your e-residency card, ID card, Mobile ID, or Smart ID.

The manual:

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

For physical persons, an address provides a means to receive letters, small packages, and other physical mail. Additionally, for individuals seeking to launch their own businesses, it is mandatory to have an address for establishing a company in Estonia.

For juridical persons utilizing a professional address can increase the credibility and professionalism of a business and make it more approachable to potential clients. It also provides a location for official correspondence and legal documentation, making it easier for companies to stay on top of important matters.

In addition to these benefits, an address can also help companies comply with legal requirements. For example, certain types of businesses may need to have a physical address in order to obtain necessary licenses and permits. By having a registered address, companies can avoid potential legal issues and ensure that they are operating in accordance with the law.

Overall, whether you are a physical or juridical person, utilizing an address can provide numerous benefits for both personal and professional use. From receiving physical mail to establishing a professional presence, an address is a crucial component of any successful business or personal venture.

Please take a closer look at our respective service:

Package ONE

This will be provided upon order or subscription renewal.

The certificate will be automatically sent to the email you provided during the order process.

In the event that you are unable to locate it, please inform us, and we will manually resend it to you.

We have two addresses that we offer, both are in the city center, in prime locations, in Tallinn, European Union.

Addresses may be added and changed as the activity expands.

Juhkentali 8, Tallinn 10132

Tornimäe 7, Tallinn 10145

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

When changing company data in the business register, a state fee must be paid for the actions.

During the final phase of the application submission process in the Register, bank account, and reference number information is provided.

There is also an option to pay instantly using bank links.

It should be noted that failure to pay the state fee will result in the application not being processed.

Should any obstacles arise during the payment process, we offer a specialized service free of charge to assist with payment.

State fee for registry entry

The authenticity of an address is a crucial factor in various institutional settings, including the Estonian Business Registry, payment solution providers, and banks, among others.

It is important to note that these entities do not accept the use of “not real” or “virtual addresses.”

Therefore, it is recommended that individuals and companies provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

Please take a closer look at our respective service:

Package ONE

If the company already exists, the decision of the shareholder or shareholders to change the address and/or contact person must also be included in the change statement to the business register additionally.

If the address given in the articles of association changes within the administrative unit, the articles of association must also be amended.

You can compile them yourself, use the automatic forms in the business register or order them from us. To do this, you need to order a document service.

When establishing a company in the Estonian Business Register e-environment, it is the responsibility of the establisher or establishers to add the address, which will appear on the company foundation decision, articles of association, and the registry card.

It is possible to add a new address, such as the one we provide, to an existing company as well.

Instructions on how to add or change an address will be included in your order confirmation, which can be downloaded for your convenience. If you encounter any difficulties locating the instructions, please let us know, and we will resend them manually.

Please note that the aforementioned instructions apply if the establisher of the company or the owner/s has an Estonian e-residency card or other accepted digital ID solution. If this is not the case, a Power of Attorney or the presence of the individual at an Estonian Public Notary is required.

Our company is dedicated to helping our clients navigate these requirements, and we are available to provide assistance with all necessary steps.

Please take a closer look at our respective service:

Package ONE

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

When establishing a company, the legal address is drawn up by the founder or founders in the e-Business Register.

The address will be indicated in the decision on the establishment of the company, the Articles of Association, as well as in the registration card.

The software guarantees that only real addresses are added. A step-by-step guide is added to your order confirmation.

It should be noted that immediate registration in the population register is not possible for foreign nationals.

However, our address service can serve as a preliminary step in this process. The recommended order for address registration is as follows: the address, followed by the company, then the business, and finally, a residence in Estonia for at least 6 months per year.

One viable option for foreign nationals seeking registration in the population register is to purchase real estate in Estonia and reside in the country for at least 6 months.

Subsequently, they may submit an application to the local government in the region where they reside in order to initiate the registration process.

Of course.

From our services address, address and contact person and accounting services are subscription based services.

In the Kliendikeskkond view Subscription page, subscribers have the ability to perform various actions such as suspending or canceling their subscription, modifying the shipping address or payment method for future renewals, and upgrading or downgrading their subscription level.

Certainly.

In fact, having a legal address and a contact person residing in Estonia are prerequisites for the establishment of an Estonian company, particularly when the board members are based outside of Estonia.

These requirements are compulsory in order to comply with Estonian business laws and regulations.

As a provider of address services to multiple customers, we cannot guarantee that each address is unique.

It is possible for multiple companies to share the same legal address. However, we take measures to ensure that each customer’s mail is handled separately and confidentially.

As of 2023, we have two available addresses, which can be viewed in our FAQ section.

As a general rule, the bank asks for a certified copy of the shareholder’s and director’s passport (beneficial owner), as well as recent proof of residence which, must be less than three months old. However, the full scope of documents depends on the bank, and on the particulars of each case. If the client goes to the bank in person to open the account, a certified copy of the passport is not required.
We will send you the additional documents necessary for opening the account by email, as an attachment, for you to sign and return to us preferably by special courier ( DHL, FedEx or Chronopost), along with the other documents mentioned above.

Disclaimer:

• Each bank account application is subject to the bank’s mandatory due diligence requirements and duties under national and international (FATF) standards, in particular, to prevent money laundering, and nothing on this webpage shall be construed as an offer to waive such requirements and duties.
• Banks are listed as examples only. You will need to confirm your choice of a bank after the registration of your company. You have no obligation to select a listed bank and may propose another bank of your choice. SFM is not proposing bank services. An introduction service includes the preparation of the application form and the submission of the application file. Any application is subject to the acceptance of the client by the bank.

This will be provided upon order or subscription renewal.

The certificate will be automatically sent to the email you provided during the order process.

In the event that you are unable to locate it, please inform us, and we will manually resend it to you.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

The power of attorney is necessary so that we can carry out transactions on behalf of the client within the framework of the authorization given by him.

The document must be apostilled in the country where it was issued. The translation must be made by an Estonian sworn translator.

The authenticity of an address is a crucial factor in various institutional settings, including the Estonian Business Registry, payment solution providers, and banks, among others.

It is important to note that these entities do not accept the use of “not real” or “virtual addresses.”

Therefore, it is recommended that individuals and companies provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

Please take a closer look at our respective service:

Package ONE

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, if the incorporation takes place with a Public Notary, then the verified documents on paper can also be received.

If there is a need to use these papers abroad, they must be legalized through the apostille:

Apostilled Documents

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Of course.

From our services address, address and contact person and accounting services are subscription based services.

In the Kliendikeskkond view Subscription page, subscribers have the ability to perform various actions such as suspending or canceling their subscription, modifying the shipping address or payment method for future renewals, and upgrading or downgrading their subscription level.

Unfortunately, the e-Residency status alone does not include the provision of a physical address in Estonia.

A stronger connection with Estonia is needed. Establishing a company is a very suitable solution for this. We can help with that. As well as with a contact person and a legal address service. These services will assist you in meeting the necessary requirements and ensuring compliance with the regulations of Estonia’s company registration process.

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

For physical persons, an address provides a means to receive letters, small packages, and other physical mail. Additionally, for individuals seeking to launch their own businesses, it is mandatory to have an address for establishing a company in Estonia.

For juridical persons utilizing a professional address can increase the credibility and professionalism of a business and make it more approachable to potential clients. It also provides a location for official correspondence and legal documentation, making it easier for companies to stay on top of important matters.

In addition to these benefits, an address can also help companies comply with legal requirements. For example, certain types of businesses may need to have a physical address in order to obtain necessary licenses and permits. By having a registered address, companies can avoid potential legal issues and ensure that they are operating in accordance with the law.

Overall, whether you are a physical or juridical person, utilizing an address can provide numerous benefits for both personal and professional use. From receiving physical mail to establishing a professional presence, an address is a crucial component of any successful business or personal venture.

Please take a closer look at our respective service:

Package ONE

This will be provided upon order or subscription renewal.

The certificate will be automatically sent to the email you provided during the order process.

In the event that you are unable to locate it, please inform us, and we will manually resend it to you.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

When changing company data in the business register, a state fee must be paid for the actions.

During the final phase of the application submission process in the Register, bank account, and reference number information is provided.

There is also an option to pay instantly using bank links.

It should be noted that failure to pay the state fee will result in the application not being processed.

Should any obstacles arise during the payment process, we offer a specialized service free of charge to assist with payment.

State fee for registry entry

The authenticity of an address is a crucial factor in various institutional settings, including the Estonian Business Registry, payment solution providers, and banks, among others.

It is important to note that these entities do not accept the use of “not real” or “virtual addresses.”

Therefore, it is recommended that individuals and companies provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

Please take a closer look at our respective service:

Package ONE

If the company already exists, the decision of the shareholder or shareholders to change the address and/or contact person must also be included in the change statement to the business register additionally.

If the address given in the articles of association changes within the administrative unit, the articles of association must also be amended.

You can compile them yourself, use the automatic forms in the business register or order them from us. To do this, you need to order a document service.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Of course.

From our services address, address and contact person and accounting services are subscription based services.

In the Kliendikeskkond view Subscription page, subscribers have the ability to perform various actions such as suspending or canceling their subscription, modifying the shipping address or payment method for future renewals, and upgrading or downgrading their subscription level.

Certainly.

In fact, having a legal address and a contact person residing in Estonia are prerequisites for the establishment of an Estonian company, particularly when the board members are based outside of Estonia.

These requirements are compulsory in order to comply with Estonian business laws and regulations.

The corresponding document will be sent to you together with the order confirmation. Via e-mail.

Also a contract. Please review your order confirmation carefully.

Digitally sign the agreement and send it back to us. Then we can move forward together.

Check out our corresponding service:

Proof of address with shared office rental

A natural person is a resident if one of the following conditions is met:

MOSS stands for Mini One Stop Shop and is part of the VAT, but it only concerns digital goods or services. For example, services covered under the MOSS scheme include website hosting, a supply of software, access to databases, downloading apps or music, online gaming and distance teaching.

When selling digital goods and services, the regular rule is that the place of turnover is where your customer is located. So normally if you sell physical goods to a certain country, then at some point you have to get a VAT number in that country. But MOSS simplifies the process for digital goods and services which means you don’t have to get a VAT number in many different countries. For example, if an Estonian company sells digital services to different private persons all over the EU, then the company’s invoices will have an Estonian VAT number, but a client’s home country VAT rate. Meaning that your company will pay all the other countries’ VAT to the Estonian tax office who will then spread the VAT itself between those countries where the customers purchased your digital goods or services. Therefore, MOSS will save you a lot of time and money in the end.

MOSS scheme can be used only if the company is VAT liable. In Estonia, you have to declare MOSS in a special quarterly declaration. So, it is not part of the regular monthly VAT declaration, but additional reporting. You still have to submit monthly VAT declarations, even if most of the goods or services you sell, are covered with MOSS.

It is very important that you fully understand what selling digital goods and services means when it comes to MOSS. You will have to set up a very good system to gather all the information about your clients, the countries where they’re from, and the VAT rates of the countries where your customers completed the purchases, as this will greatly help from the tax reporting point of view.

As the name says, double taxation stands for paying the same taxes in different countries. Double taxation can be avoided, if the country where your company is established, and where you as a private person live, have signed a double tax treaty agreement. See the list of the countries that have double tax treaty agreements with Estonia.

If the countries have not signed the treaty, then the double taxation can’t be avoided. For example, Estonia doesn’t have a double tax treaty with Russia, which means that the company may need to pay corporate income tax in Estonia as well as in Russia.

In the previous section, we already mentioned that income taxes for a natural person and a company are two separate things. If a company pays out dividends, then this is taxed with the corporate income tax. However, in most of the countries, private persons have to pay personal income tax from the received dividends. This is not considered as double taxation, because these are two separate taxes.

There is no tax ID in Estonia. 

An 8-digit company registration code and your 11-digit personal identity code (isikukood) should be enough for all institutions and services in Estonia.

The standard rate of VAT is 20%, the reduced rate is 9% and 0% in some cases.

The taxable period is one calendar month, and VAT returns must be submitted to the tax authority by the 20th day of the month following the taxable period.

Usually, Tax and Customs Board will register with the VAT for those companies that engage in economic activities or prove their commencement (§ 20 (4) of the Value Added Tax Act).

As a result, the registration of non-operating ready-made companies is usually not possible for the sale of companies by sellers of the companies.

It is possible to buy formerly operating companies, including VAT registered companies. In this case, the registration of the company as a VAT taxpayer will be retained.

Estonia has a very transparent tax system and it is easy to understand for the foreigners, because of the flat tax rates. Here are some of the main tax benefits of an Estonian company.

1. The most important aspect about Estonian company’s taxes is that you only pay corporate income tax when you distribute dividends. If you don’t distribute dividends, then you don’t have to pay corporate income tax. So, you can use all the money that goes to your business bank account for reinvesting and growing the business and you won’t be taxed for that. In that sense, Estonia is the ideal place for growing your business compared to many other European countries where you have to pay taxes as soon as you earn income.
2. In some cases, you can take out tax-free dividends, for example if you have a permanent establishment or when you receive dividends from a subsidiary. We will discuss permanent establishment separately in the upcoming sections.
3. And lastly, a unique regulation about the Estonian tax system is that you, as a private person, don’t have to pay personal income tax additionally to the corporate income tax when the company pays you dividends. However, this applies only when you, as a private person, are a tax resident of Estonia. This is unique, because in most of the countries a private persons must pay personal income tax when they receive dividends. Nevertheless, this doesn’t mean that you, as a private person, don’t have to pay the personal income tax in your homeland.

It is very important to understand that there are different taxes for the company, and you as a private person. Therefore, you have to keep your personal and company’s money separate, as these are two independent persons: a natural person and a legal person.

This also means that it is not considered as double taxation when the company distributes dividends and pays corporate income tax, and when a private person receives dividends and pays personal income tax on that. We will discuss how double taxation works in the following section.

Non-residents not registered in the commercial register in Estonia and operating in Estonia through a permanent establishment or non-residents not having a permanent establishment but being employers in Estonia have to register with the Estonian Tax and Customs Board. Likewise, non-resident employees and recipients of payments not having an Estonian personal identification code have to be registered with the Estonian Tax and Customs Board.

Closer look: https://www.emta.ee/en/business-client/registration-business/non-residents-e-residents/registration-non-resident

Residents pay tax on their worldwide income. Taxable income includes, in particular, income from employment (salaries, wages, bonuses and other remuneration); business income; interest, royalties, rental income; capital gains; pensions and scholarships (except scholarships financed from the state budget or paid on the basis of law). Taxable income does not include dividends paid by Estonian or foreign companies when the underlying profits have already been taxed.

The personal income tax is withheld from the employees’ gross salary every month and paid by the employer.

Non-residents pay personal income tax only on their income received from Estonian sources. Taxable income in Estonia includes:

• income from work under a labour contract or contractor’s agreement in Estonia
• income from business carried out in Estonia
• interest income received from Estonia (only if it is substantially higher than that of similar debt claims)
• royalties
• income from the lease of assets located in Estonia
• gains from disposal of assets located in Estonia
• directors’ fees paid by Estonian enterprises; » income of a sportsman or an artist from his or her activities in Estonia
• pensions and scholarships

Permanent establishment is something that people are usually not aware of, but it is important to consider as it can determine where you have to pay the taxes. Permanent establishment occurs in a different country than where your company is registered, and in a location where the business management and selling goods or services happens. So, if you permanently manage your business from another country, then you have the risk of having a permanent establishment there. For example, if you have an Estonian company, but manage your business in Finland, then this might result in a permanent establishment in Finland and means that taxation will be according to the Finnish tax rules. Besides management location and permanently selling in some country, a permanent establishment might occur if you sign agreements with the clients and negotiate about the prices in some other country than where your company is established. Other aspects can also create a permanent establishment for your company in a foreign country. As taxes are case sensitive, then a tax advisor has to evaluate and analyse the nature of your company’s business and see whether there is a risk for a permanent establishment occurring somewhere else.

So, if the permanent establishment happens, then your tax residency might change, and you have to start paying taxes in that foreign country. In that case, you will be notified about the tax obligations by this country’s government. For example, the Finnish tax office might see that you’re conducting your business in Finland and therefore lets you know that, as you have a permanent establishment in Finland, you have to pay the taxes in Finland and according to their rules.

All the above means that once a permanent establishment occurs, then Estonian regular taxation rules do not apply to your company anymore. So, at the end of the year, you have to pay taxes according to the laws of the country where you have the permanent establishment.

It is important to evaluate all the risks that you have regarding the permanent establishment when starting a business. As mentioned earlier, permanent establishment mainly takes place if you manage the business or sell goods or services permanently in a different country from where your company is established, but there are also many other aspects to consider. So, it is recommended to get a tax consultation before starting a company in Estonia, just to save you money and nerves in the future and avoid arguments with tax offices about where you are obligated to pay the taxes.

The rate of social tax is 33% (20% for social security and 13% for health insurance). Besides the social tax, unemployment insurance tax at a rate of 0.8% must be paid on the gross salary (an additional 1.6% is withheld from the employees’ salary).

Employers registered in Estonia (including the permanent establishments of foreign entities) must pay social tax on all payments made to employees, except on those specifically exempted by law.

You must submit a notice of residence to the city or rural municipality government of your place of residence.

A notice of residence can be submitted:

• in the e-population register. You can also view the information and status of the notice of residence you already submitted there in the e-population register.
• by sending a digitally signed e-mail to the city or rural municipality government of your place of residence (to the city district government in Tallinn)
• by sending a regular letter to the city or rural municipality government of your place of residence, adding a copy of the side of your identity document that shows personal data to the notice of residence
• at the city or rural municipality government.

Printable and digitally fillable form of notice of residence is available on the homepage of the Ministry of the Interior.

Entering additional addresses in the population register

If you use several residences permanently, you must select one which is going to be entered as the residential address with legal effect (main residence) to the population register.

Other residences can be submitted to the population register as additional addresses.

You have an obligation pursuant to law to make sure your residence address in the Population Register is correct

When you are changing your residence in Estonia, relocating to a foreign country, or relocating from a foreign country to Estonia, you need to submit a notice of residence to register a new place of residence in the Population Register.

In case your company has made profit, it is possible to pay dividend to the shareholders. Shareholders receive dividends proportionately to the share of the company that they own.

NB! Before the company is allowed to pay dividend, the company’s share capital needs to be paid into the company bank account.

After you have made the share capital payment, please inform your e-Residency hub accountant, so we could formulate the changes in the company registration documents

Dividends are taxed with 20% corporate income tax.

Example: A company decides to spend €100,000 of its accumulated profit to make a dividend payment. This sum is divided in the following manner:

• €80,000 is paid out to company shareholders according to their shares of the company
• €20,000 € is paid as the Estonian company’s corporate income tax to the Estonian Tax and Customs Board (the tax payment is made no later than on the 10^th day of the following calendar month)

In the case described above, the €80,000 which is received by the company’s shareholders, may be considered their income in the country where they are tax residents. It may therefore be taxed with a personal income tax in their country of residence. Please check with a tax advisor in your country of residence to find out if this applies to you.

An e-resident is a non-resident according to Estonian tax legislation. Only income derived in Estonia is taxed in Estonia.

If there is no activity or income derived from Estonia, taxes should be paid in the country where the service is provided or activity is done or income is derived from, the pure e-residency alone does not influence foreign or Estonian taxation.

An Estonian company established by an e-resident is an Estonian tax resident. The Estonian e-residency does not automatically exempt from taxation elsewhere.

Tax residency is the place where you actually have to pay the taxes. For example, if you are an Estonian citizen, but have lived more than 183 days per year in Finland, then you become a tax resident in Finland and have to pay the taxes there.

Generally, a company’s tax residency is in the country where the company is established. So, if the company is based in Estonia, then by law the tax residency is in Estonia. There are exceptions to this rule that will change the tax residency of your company, which we will discuss later in this article.

When talking about tax residency or even e-Residency, it is essential to emphasize that neither is an actual residency. So, if you receive your e-Residency card, then this doesn’t make you a resident nor a tax resident of Estonia – it is a common false perception. E-Residency is not related to a visa or a resident permit and doesn’t enable you to travel to Estonia. An e-Residency card is a digital identity that allows you to run a business in Estonia from a distance and fully online.

NB!

• e-Residency will not change your personal tax residency
• A company registered in Estonia is automatically a tax resident in Estonia
• Your personal residency may trigger tax residency for your company in your place of residence as well

As per Estonian tax legislation, an e-resident is considered a non-resident for tax purposes.

The only income that is sourced within Estonia is subject to taxation in Estonia. In cases where there is no activity or income sourced from Estonia, taxes must be paid in the jurisdiction where the service is provided, activity is conducted or income is derived from. It is important to note that e-residency alone does not have any bearing on taxation in Estonia or any other jurisdiction.

Furthermore, e-residency does not automatically provide an exemption from taxation in other jurisdictions. It should also be noted that an Estonian company established by an e-resident is deemed an Estonian tax resident.

0%

There is no corporate income tax on retained and reinvested profits.

Tax on distributed profits is 14-20%.

Distributed profits include:

• corporate profits distributed in the tax period
• gifts, donations and representation expenses
• expenses and payments not related to business
• transfer of the assets of the permanent establishment to its head office or to other companies

Dividends paid to non-residents are no longer subject to withholding tax, irrespective of participation in the share capital of the distributing Estonian company. However, various withholding taxes may still apply to other payments to non-residents if they do not have a permanent establishment in Estonia or unless the tax treaties otherwise provide.

As the tax period for corporate entities is a month, income tax must be returned and paid monthly by the 10th day of the following month.

It is possible to run your company without any corporate income taxation at all.