The Estonian Commercial Code states that it needs to be raised.

If a private limited company has less than half of its share capital or less than the amount of share capital specified in § 136 of this Code or the other minimum amount of share capital provided by the law, the shareholders shall decide:

1) Reduction or increase of share capital

2) The dissolution, merger, division or transformation of a private limited company

3) Submission of a bankruptcy petition

We can help with the terminal liquidation process.

Please take a closer look at our respective service:

Company termination

The information you need to provide in the annual report depends on the size of the company.

For example, micro- and small businesses are required to provide a balance sheet, income statement, cash flow report, activity report, and specifically required notes: accounting principles, number of employees, and information about related parties.

Our customers are mostly micro and small companies.

A micro-enterprise is a private limited company with total assets of up to 175 thousand euros, liabilities not exceeding equity, and annual sales revenue of up to 50 thousand euros. The micro-enterprise has one shareholder who is also a member of the management board. The micro-enterprise does not have to submit an activity report in the annual report and the number of annexes is also minimal.

A small company is a company with total assets of up to 4 million euros, annual sales of up to 8 million euros, and an average number of employees of up to 50 people, one of which may be exceeded.

Regarding the Estonian accounting law we accept the source documents in Estonian and English language.

Original documents in other languages must be sworn translated into the above languages, otherwise they cannot be accepted.

There are certain restrictions for source documents, take a look at information about requirements.

An annual report is the company’s financial statement of the past financial year.

All legal entities need to submit an annual report in Estonia – which of course includes companies owned by e-residents. Under the Commercial Code (see § 60), it’s mandatory to submit the report even if the company doesn’t have any activities during the financial year. It must be prepared in Estonian and in the official currency (EUR).

The deadline is six months after the financial year is over. Usually at late last day of June. But it is always wise to do it early.

The annual report can be submitted remotely if you have an Estonian e-residency card, Estonian ID card, Estonian Mobile ID or Smart ID. In other cases, the services of a public notary must be used.

All, but micro-enterprises must also include the management report. Larger companies must submit a cash flow statement and a statement of changes in equity. In certain cases, an auditor’s evaluation is mandatory.

Keep in mind that anyone can access the management reports. Therefore, consider carefully what the report contains.

Please take a closer look at our respective service:

Basic annual report

The law establishes what data must be present on the invoice so that it complies with the Estonian Accounting Legislation.

The following information needs to be written on invoices:

• Title (e.g. “Invoice” or similar)
• Invoice number
• Date of issue
• Description of goods or services purchased
• Numerical data (amount, price of a unit, total sum)
• Names of the seller and buyer
• Addresses of the seller and buyer
• Seller’s company registration number
• Seller’s VAT number (in case the seller has it)

There are certain restrictions for source documents, take a look at information about requirements.

Legislation states that only business-related expenses can be included in the company’s reporting. Non-related expenses are treated as non-purpose based on the Estonian Accounting legislation and are taxed with an additional preferential tax.

They must include:

• Date of issue
• Receipt number
• Description of goods or services purchased
• Numerical data (amount, price of unit, total sum)
• Name of the seller
• Address of the seller
• Seller’s company registration number
• Seller’s VAT number (in case the seller has it)

They can be transmitted to us through various communication channels, preferably through various applications that automatically add them to the accounting software.

In most cases, the financial year is the same as the calendar year in which case the deadline is the last day of June.

In special cases, a different period may be set for the financial year.

Submitting an annual report is mandatory for all the companies registered in Estonia, within 6 months from the end of the company’s financial year.

Please take a closer look at our respective service:

Annual report

Necessary to submit tax returns on behalf of the company.

Login to the Estonian Tax and Customs Board. Choose your company.

On the left side, there will be “Settings”, follow these steps:

Access Permissions -> Access permissions of representatives> New Access permission.

There is necessary to add the identification code of the representative there. That’s 11253141 for that.

The following page opens, where you can add an expiration date if necessary.

Additional data

• If you want to add access rights as a package eg Accountant Package, Customs Package, Excise Package, Send data through system-to-system interface, etc., you need just to scroll to the bottom of the page and click on search. Five packages appear. Please mark the desired package (s) and click on add.
• If you want to add separate access permissions, you must select the separate access permissions tab. The most exploitable access permissions are in the “over areas ” area
• If you want to add user management permissions, select the separate permissions tab, enter “right” in the name box to simplify the search, and press the search button. There appear several access permissions. The permission you need to add in such a case is: “The right of the representative of the legal person to administer the user rights of applications”.

Comprehensive and bulky manual: https://www.emta.ee/eng/information-and-news-e-mta/instructions-using-e-services/access-permissions-and-authorisations-e-mta

Video manual

Annual reports are submitted in the e-environment of the business register.

If you have an Estonian ID, Mobile ID, or e-residency, the right of representation can be granted with the following steps:

1. Log in to the Business Registry
2. From the upper bar choose ,,Annual report”
3. From the bar below choose „Defining persons entering data“
4. Press the button below „Add new person for entering data“
5. Fill in the field „Personal identification code of the person entering data”
6. Select the company you want to add the person entering the data
7. Click: “The person entering data is authorized to submit the report”
8. Push the „Save“ button below

Now your accountant can enter your annual report data and submit it.

It should also be noted that the submitted report must also be digitally confirmed by a board member.

No, you don’t.

If the company has employees who are not tax residents of Estonia and work outside Estonia, the salary payments to these foreign employees are not taxed in Estonia, and we do not file tax returns for these employees.

Foreign employees must declare their income on behalf of an Estonian company in the country in which they are taxable.

Yes, it’s mandatory. When operating a business in Estonia, it is essential to comply with local accounting and legal standards to ensure that your company is adhering to the best practices in accounting.

Keeping your books in order is crucial to providing financial transparency to your creditors and business partners and ensuring the accurate calculation of taxes.

There are three main accounting policies that you must follow in Estonia:

1. The Accounting Act of the Republic of Estonia – this law outlines the requirements for accounting practices, including bookkeeping, accounting documentation, and financial reporting.
2. Estonia’s Good Accounting Practices – these guidelines provide recommendations for accounting standards and practices, including financial statement preparation, accounting documentation, and audit procedures.
3. The guidelines issued by the Accounting Board of the Republic of Estonia – this is an advisory board that issues guidance on accounting practices and standards, including the interpretation of accounting regulations and the development of new accounting principles.

By adhering to these accounting policies, you can ensure that your company’s financial information is accurate and transparent.

Moreover, accounting is the basis for preparing the annual report. Submission of the annual report is mandatory, if not submitted, the state imposes a fine, and in some cases also forced termination.

Check out our corresponding service:

Starter accounting

Standard Procedure for Non-Payment of Services:

The established protocol for addressing non-payment of services typically involves several steps to ensure a fair resolution. These steps are as follows:

1. Reminder Letter: A formal communication is sent to the debtor, notifying them of the outstanding payment and requesting immediate settlement. The letter serves as an initial reminder and allows the debtor an opportunity to rectify the situation promptly.
2. Repeated Reminder Letter: In the event that the debtor fails to respond or settle the outstanding amount after the initial reminder, a subsequent reminder letter is sent as a follow-up measure. This letter reiterates the urgency of payment and emphasizes the potential consequences of continued non-compliance.
3. SMS Reminder: In addition to written communication, a text message reminder is commonly employed as a supplementary means of notification. This method aims to further prompt the debtor to take immediate action in resolving the unpaid balance.
4. Register of Debtors: If the debtor remains unresponsive or persistent in non-payment, their details may be recorded in a register of debtors. This record serves as a reference for future actions and ensures transparency within the process.
5. Court Proceedings: Should the previous steps prove ineffective, legal action may be pursued through court proceedings. This involves initiating a formal lawsuit against the debtor, presenting the case before a judge or magistrate, and seeking a legal judgment in favor of the owed amount.
6. Bailiff or Debt Collection Company: If necessary, following a court judgment, the services of a bailiff or a reputable debt collection company may be enlisted. These professionals are authorized to take further action to recover the owed funds, which may include seizing assets, enforcing payment plans, or implementing other legal measures.

It is important to note that throughout this process, initial transaction costs incurred as a result of pursuing the outstanding payment will be included. Additionally, as the proceedings progress, state fees and bailiff costs, which are associated with legal action and the involvement of authorized officials, will be added to the outstanding balance.

We are able to provide accounting services for previous periods upon request.

Our pricing model is based on the number of transactions involved. For more information on pricing and to discuss any special requirements, please feel free to contact us. We will be pleased to provide you with a customized pricing solution.

Related product:

Basic annual report

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

The company’s address in the Business Register should be changed if the legal address has changed or the company no longer has the right to use it.

To do this, you must submit an application for amendments to the Register. If the new location of the company is in another city/county, it is also necessary to amend the Articles of Association.

If the new location of the company is in another rural municipality or city, an amendment must also be made to the articles of association. The amended articles of association and the minutes of the general meeting or the resolution of the shareholders approving the articles of association must be attached to the electronic application as a file.

Upon amendment of the articles of association, the undertaking must pay a state fee. If the address changes within the municipality (eg city), you do not have to attach additional documents to the application and you do not have to pay a state fee.

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

The level of service provided by our company depends on the specific package ordered by the customer.

For Package ONE, letters and mail will be scanned or re-posted, in accordance with the terms of the agreement. In the case of small parcels, they will be re-posted to the designated destination. Postal costs will be added to the total fee for letter and parcel forwarding, based on the destination.

For Package TWO and Package THREE, a certain amount of posts, letters, and parcels are included in the package price, free of charge. We encourage customers to review the package details for further information.

Once the letter or parcel has been received, it will be scanned or forwarded as agreed.

Postal costs will be added and they depend on the agreed transport method. If it has not already been done, it means that it has not been received by us. Please check the sending route from the sender.

Please note that for all packages, there is no hand-to-hand forwarding available.

Of course.

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

In the Customer Area 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.

Indeed, a real address in Estonia and a contact person who resides in Estonia are prerequisites for establishing a company in Estonia, especially if one or more board members reside outside of Estonia.

Therefore, obtaining a real address in Estonia is a necessary step in the company formation process.

To facilitate the process, we offer two packages that cater to the specific needs of our clients.

Package ONE provides customers with a real address in Estonia, which can be used for establishing a company, and other related services such as mail scanning and re-posting.

For customers requiring both a real address and a contact person residing in Estonia, we recommend Package TWO. This package includes a real address in Estonia and a contact person who can act as the company’s representative in Estonia.

Please take a closer look at our respective service:

The information you need to provide in the annual report depends on the size of the company.

For example, micro- and small businesses are required to provide a balance sheet, income statement, cash flow report, activity report, and specifically required notes: accounting principles, number of employees, and information about related parties.

Our customers are mostly micro and small companies.

A micro-enterprise is a private limited company with total assets of up to 175 thousand euros, liabilities not exceeding equity, and annual sales revenue of up to 50 thousand euros. The micro-enterprise has one shareholder who is also a member of the management board. The micro-enterprise does not have to submit an activity report in the annual report and the number of annexes is also minimal.

A small company is a company with total assets of up to 4 million euros, annual sales of up to 8 million euros, and an average number of employees of up to 50 people, one of which may be exceeded.

An annual report is the company’s financial statement of the past financial year.

All legal entities need to submit an annual report in Estonia – which of course includes companies owned by e-residents. Under the Commercial Code (see § 60), it’s mandatory to submit the report even if the company doesn’t have any activities during the financial year. It must be prepared in Estonian and in the official currency (EUR).

The deadline is six months after the financial year is over. Usually at late last day of June. But it is always wise to do it early.

The annual report can be submitted remotely if you have an Estonian e-residency card, Estonian ID card, Estonian Mobile ID or Smart ID. In other cases, the services of a public notary must be used.

All, but micro-enterprises must also include the management report. Larger companies must submit a cash flow statement and a statement of changes in equity. In certain cases, an auditor’s evaluation is mandatory.

Keep in mind that anyone can access the management reports. Therefore, consider carefully what the report contains.

Please take a closer look at our respective service:

Basic annual report

In most cases, the financial year is the same as the calendar year in which case the deadline is the last day of June.

In special cases, a different period may be set for the financial year.

Submitting an annual report is mandatory for all the companies registered in Estonia, within 6 months from the end of the company’s financial year.

Please take a closer look at our respective service:

Annual report

It has to be prepared in Estonian and in the currency officially applicable in Estonia (EUR).

It can be done remotely.

If you have an Estonian e-residency card, Estonian Mobile ID, or other suitable cards.

Please take a closer look at our respective service:

Basic annual report

The court maintaining the register has the right to repeatedly and without warning to punish the undertaking and all persons required to submit the data for failure to submit the report on time.

The fine is determined to the extent provided for in the Code of Civil Procedure.

If the report has not been submitted within 18 months after the end of the financial year, the court which maintains the register shall delete the register of a legal person or decide on its dissolution or liquidation.

We can help.

It can be done remotely. If you have an Estonian e-residency card. Please take a closer look at our respective service:

Basic annual report

Annual reports are submitted in the e-environment of the business register.

If you have an Estonian ID, Mobile ID, or e-residency, the right of representation can be granted with the following steps:

1. Log in to the Business Registry
2. From the upper bar choose ,,Annual report”
3. From the bar below choose „Defining persons entering data“
4. Press the button below „Add new person for entering data“
5. Fill in the field „Personal identification code of the person entering data”
6. Select the company you want to add the person entering the data
7. Click: “The person entering data is authorized to submit the report”
8. Push the „Save“ button below

Now your accountant can enter your annual report data and submit it.

It should also be noted that the submitted report must also be digitally confirmed by a board member.

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.

If you have an Estonian company then submitting an annual report is required for all companies registered in Estonia even if there is no activity during the financial year.

It can be done remotely. If you have an Estonian e-resideny card. Please take a closer look at our respective service:

Basic annual report

This makes it possible to use these documents in other countries.

This package of documents will allow you, for example, to apply for opening an account with a foreign bank for your Estonian company or carry out transactions on behalf of the Estonian company in other countries.

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.

Shipping costs will be additional.

They will vary depending on the mode of transport that will be chosen.

Please take a closer look at our respective service:

Apostilled Documents

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.

Automatically standard, but you can make some differences yourself, but that makes usually no sense.

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 name must be limited to the Estonian alphabet and symbols may not be used. Most importantly, the name must be unique and clearly distinguishable from other company names and trademarks previously registered in Estonia. In the case of trademarks, both national and international trademarks valid in Estonia count. In making the decision, the overlap of the proposed activity with the registered trademark classes may be compared.

Ready made, company in a paper, that has fulfilled all requirements for legal registration and may be bought by anyone to bypass the lengthy registration or incorporation process. Shelf companies are formed and sold usually by accounting or law firms. Also called a blank check company.

Of course, we can provide them, just contact us.

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:

• 0% corporate income tax. Profits retained and reinvested in the company have a tax rate of 0%
• A company in one day. Establishing a company is done online and only takes one business day
• 100% online management. Digitally sign documents, declare taxes, conduct banking and submit annual reports
• Everything is in English. All services and official registers are in English. No need to know the Estonian language
• Professional support that will help you set up your company efficiently and smoothly

Visiting a Public Notary in Estonia or by using a power of attorney.

Registration through a notary or with a power of attorney comes at different prices:

• Company formation via Public Notary – 349 EUR
• Company formation by a Power of Attorney – 549 EUR
• The establishment with a notary includes notary fees and state fees. The incorporation with the POA also includes its translation costs, notary fees, and state fees.

  Additional costs can be added if there is more than one establisher.

Can also be used in business, but there are differences compared to a regular company.

Requires at least 2 board members. Money can only be used towards the goal set in its charter. By definition, they can’t make a profit, that means you can’t take out the profit as dividends, a non-profit can only pay a salary to its employees.

But the advantages are the following, no equity. Then there is also no equity to claim against if the members of the board have not shown a significant degree of negligence in the management of the non-profit organization.

>>Take a closer look >>

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.

Liability is a type of liability arising from a tax relationship that extends to a third party’s legal representative, chief executive officer or asset manager (the addressee of the liability decision) to pay the company’s tax debt. It is an obligation on the part of the corporation, ie the said one presupposes the validity of the tax debt of the company (Supreme Administrative Court decision no. 3-3-1-75-09).

Liability proceedings are a sub-category of debt recovery and are not tax assessments. The liability procedure involves an analysis of the circumstances underlying the third party’s liability, which may result in the issuance of a liability decision to the obligated new subject or the termination of the liability procedure due to lack of grounds.

It is clear from §§ 96 (1), 40 (1) and 8 (1) of the Taxation Act that the liability of a member of the management board in the recovery of his tax debt is as follows:

• the member of the Management Board has willfully or through gross negligence violated his or her duties
• breach of the obligation to ensure the timely and full fulfillment of the financial and non-financial obligations under the Taxation Act and tax laws
• the default has resulted in a tax debt

Can be done without but this is our preferred option.

Other possibilities are visiting a Public Notary in Estonia or using a power of attorney.

These are more expensive options, different service and translation fees are added.

Yes, it’s included.

No. We collect your data and provide it to the banks if agreed so. For opening bank account in Estonian banks, it can’t be done remotely.

They have final decision rights. After your Estonian Company is registered, you’ll have a chance to apply for opening a bank account in Estonia they are not obliged to do so. The main argument is the lack of sufficient economic ties with Estonia.

But we can hope expected readiness in some selected banks.

In Estonia, your company name must be written in the Latin alphabet and preferably without any special characters or symbols. You also need to choose a name that’s unique in Estonia’s company registry and ensure that the name is not protected by trademark.

As an Estonian company is an EU company, you’ll also want to check if there are other trademarks that are similar across the continent. The EU is the world’s largest single market and home to more than 500 million consumers, as well as plenty of entrepreneurs, so it’s unlikely that your company name is completely unique.

If you have ordered to our company formation package, please contact us and we will check if the name is appropriate. Free of charge.

If a company or non profit 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 immediately.

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

Apostilled Documents

All information, founding documents, statutes, annual reports, court decisions, etc. are publicly available from the e-environment of the business registry.

Additional info:

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.

Establishing a company in the e-register the contact person needs to be added by the establisher/s.

After adding it, the contact person confirms it in the same environment. If the company is founded by a notary, the contact person gives a digitally signed confirmation as a separate document or gives it directly at the place to the notary.

If from us have been ordered a company formation service, we will add all data where it will be needed.

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 provided by the founder(s) during the formation process. This address will be officially recorded in the Founding Decision and Articles of Association, and it will also be reflected on the company’s Business Registry Registration Card.

For already established companies, the legal address can be updated separately through the Business Register by making an additional registry entry. We provide comprehensive guidance and instructions to ensure this process is carried out smoothly.

24 hours. Once all the necessary information (name of the company, field of activity, founder’s personal details, etc.) is available for us.

After ordering and paying, your application will go to the Estonian Commercial Registry. There, within 24 hours (working days), the assistant judge will review the information in your application and make a decision in the founding regulation or in the deficiency order. You will also receive a notice by email. Therefore, you should always use a valid email address when entering your information.

The most common reason for obtaining a deficiency resolution is to choose the name of a registered company or a private company that is too similar to a trademark. In that case, an application for amendment of the statement of entry must be filed.

A time limit will be set for the rectification of the deficiencies.

The Estonian Economic Activities Classification (EMTAK) is the national version of the internationally harmonized classification NACE Estonia.

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

EMTAK is hierarchical in its structure, divided into five levels. The first four levels correspond to NACE, and the fifth level is national, which was created taking into account the peculiarities of the Estonian economy and the corresponding legislation.

Additional data

No. But they need an Estonian address.

Nevertheless, all sole proprietors (FIE) must file an application to be entered into the commercial register before they start operating. Individuals from creative professions working on a freelance basis are subject to the same requirement.

There is no need to register separately with the Estonian Tax and Customs Board, as the information about registration will be forwarded automatically.

If an e-resident registers as a sole proprietor in Estonia, it is accompanied by a commitment to pay advance payments of social tax 4 times a year. The size of advance payment actually does not depend on the size of income, it is set each year with the state budget.

Unless the residence of at least one-half of the board members of the company is in Estonia, in another Member State of the European Economic Area or in the Swiss Confederation, the foreign company must have a local contact person.

A contact person will be registered in the Estonian Commercial Registry.

A contact person must confirm his will to be a contact person. Either directly in the e-business register or with a digitally signed consent sent to a Public Notary.

No. However, you must make a contribution to the share capital at the latest before the dividend is distributed.

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.

Indeed, a real address in Estonia and a contact person who resides in Estonia are prerequisites for establishing a company in Estonia, especially if one or more board members reside outside of Estonia.

Therefore, obtaining a real address in Estonia is a necessary step in the company formation process.

To facilitate the process, we offer two packages that cater to the specific needs of our clients.

Package ONE provides customers with a real address in Estonia, which can be used for establishing a company, and other related services such as mail scanning and re-posting.

For customers requiring both a real address and a contact person residing in Estonia, we recommend Package TWO. This package includes a real address in Estonia and a contact person who can act as the company’s representative in Estonia.

Please take a closer look at our respective service:

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.

No and yes.

Without anyone coming to Estonia, you cannot buy a share or stake.
Must come by yourself or someone whos is authorized by you.

The reason for this is that all relevant transactions must be notarized by Public Notary in Estonia.

NB!

Although there is one way. Using a stock account. For further details please contact us.

Our price is for a company with no debts and no or little business activity.

No .

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.

The Estonian Commercial Code states that it needs to be raised.

If a private limited company has less than half of its share capital or less than the amount of share capital specified in § 136 of this Code or the other minimum amount of share capital provided by the law, the shareholders shall decide:

1) Reduction or increase of share capital

2) The dissolution, merger, division or transformation of a private limited company

3) Submission of a bankruptcy petition

We can help with the terminal liquidation process.

Please take a closer look at our respective service:

Company termination

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

If you cannot come to visit an Estonian notary, you cannot visit an e-notary, then the only way to conduct the whole process by power of attorney.

The sample power of attorney will be sent to you automatically with the order confirmation. You can add the necessary information there, legalize it and send it back to us.

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.

Yes, there is no difference between foreign and local owners liquidating companies in Estonia.

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.

Standard Procedure for Non-Payment of Services:

The established protocol for addressing non-payment of services typically involves several steps to ensure a fair resolution. These steps are as follows:

1. Reminder Letter: A formal communication is sent to the debtor, notifying them of the outstanding payment and requesting immediate settlement. The letter serves as an initial reminder and allows the debtor an opportunity to rectify the situation promptly.
2. Repeated Reminder Letter: In the event that the debtor fails to respond or settle the outstanding amount after the initial reminder, a subsequent reminder letter is sent as a follow-up measure. This letter reiterates the urgency of payment and emphasizes the potential consequences of continued non-compliance.
3. SMS Reminder: In addition to written communication, a text message reminder is commonly employed as a supplementary means of notification. This method aims to further prompt the debtor to take immediate action in resolving the unpaid balance.
4. Register of Debtors: If the debtor remains unresponsive or persistent in non-payment, their details may be recorded in a register of debtors. This record serves as a reference for future actions and ensures transparency within the process.
5. Court Proceedings: Should the previous steps prove ineffective, legal action may be pursued through court proceedings. This involves initiating a formal lawsuit against the debtor, presenting the case before a judge or magistrate, and seeking a legal judgment in favor of the owed amount.
6. Bailiff or Debt Collection Company: If necessary, following a court judgment, the services of a bailiff or a reputable debt collection company may be enlisted. These professionals are authorized to take further action to recover the owed funds, which may include seizing assets, enforcing payment plans, or implementing other legal measures.

It is important to note that throughout this process, initial transaction costs incurred as a result of pursuing the outstanding payment will be included. Additionally, as the proceedings progress, state fees and bailiff costs, which are associated with legal action and the involvement of authorized officials, will be added to the outstanding balance.

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.

No, they are two different procedures. A company must first declare bankrupt and then be liquidated.

It is included with your subscription confirmation to be automatically downloaded.

Please check your email.

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.

They are different options out there, we offer a juridical option.

Consent is given in the form of a digital signature in the e-environment of the Estonian Commercial Register.

Before that, the person must be added as a contact person for the company being established or already in the respective environment.

The signature is given in the digital form.

Establishing a company in the e-register the contact person needs to be added by the establisher/s.

After adding it, the contact person confirms it in the same environment. If the company is founded by a notary, the contact person gives a digitally signed confirmation as a separate document or gives it directly at the place to the notary.

If from us have been ordered a company formation service, we will add all data where it will be needed.

No. But they need an Estonian address.

Nevertheless, all sole proprietors (FIE) must file an application to be entered into the commercial register before they start operating. Individuals from creative professions working on a freelance basis are subject to the same requirement.

There is no need to register separately with the Estonian Tax and Customs Board, as the information about registration will be forwarded automatically.

If an e-resident registers as a sole proprietor in Estonia, it is accompanied by a commitment to pay advance payments of social tax 4 times a year. The size of advance payment actually does not depend on the size of income, it is set each year with the state budget.

Unless the residence of at least one-half of the board members of the company is in Estonia, in another Member State of the European Economic Area or in the Swiss Confederation, the foreign company must have a local contact person.

A contact person will be registered in the Estonian Commercial Registry.

A contact person must confirm his will to be a contact person. Either directly in the e-business register or with a digitally signed consent sent to a Public Notary.

Indeed, a real address in Estonia and a contact person who resides in Estonia are prerequisites for establishing a company in Estonia, especially if one or more board members reside outside of Estonia.

Therefore, obtaining a real address in Estonia is a necessary step in the company formation process.

To facilitate the process, we offer two packages that cater to the specific needs of our clients.

Package ONE provides customers with a real address in Estonia, which can be used for establishing a company, and other related services such as mail scanning and re-posting.

For customers requiring both a real address and a contact person residing in Estonia, we recommend Package TWO. This package includes a real address in Estonia and a contact person who can act as the company’s representative in Estonia.

Please take a closer look at our respective service:

The Import One-Stop Shop (IOSS) is an electronic platform available from 1 July 2021 that enables businesses to comply with their VAT e-commerce obligations for distance sales of imported goods.

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

The IOSS provides several advantages to sellers, including simplified VAT collection, declaration, and payment procedures for distance sales of imported goods to buyers in the EU. The IOSS also benefits buyers by charging them at the time of purchase, thereby avoiding any unexpected fees upon delivery. If a seller is not registered in the IOSS, the buyer must pay VAT and potentially a customs clearance fee charged by the transporter.

Please take a closer look at our respective service:

IOSS number

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.

A physical, tangible SIM card is

required by numerous service providers (such as Google, and LinkedIn, among others) as they do not recognize virtual numbers within several of their control systems.

Of course, there is such a solution. In case there are difficulties logging into the client’s environment or there is no need for it.

We use STRIPE payment links, which are personal for each service, as well as the Paypal QR payment link, where you can determine the amount to be paid according to the desired service.

Paypal payment QR link:

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.

There exist various pricing options, with the ultimate determination of such prices being made by the service provider Telia.

Kindly click here to access the most recent pricing information.

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: