Question 1

Is this background check regarded with the e-residency program?

John Doe · Accepted Answer

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: https://virtualofficeinestonia.com/product/background-check/

Question 2

How the process will be carried on?

John Doe · Accepted Answer

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: https://virtualofficeinestonia.com/product/background-check/

Question 3

Why registar a trademark?

John Doe · Accepted Answer

Once Trademark is registered, the owner will have exclusive rights and no one else will be able to use the same mark.

In a specific field and in Estonia, in the European Union. Trademark registration is one of the most powerful tools in how companies are able to protect themselves from unfair competition and avoid that someone else will use their brand for business purposes. It is easier and cheaper to register your Trademark than to go to court and prove that someone has used your brand name if you haven’t registered the Trademark. So far there are already several EU Members States (Estonia, Germany, Spain, etc.) who are checking EUIPO's existing trademarks before registering a company. This means that if you have registered a Trademark with your company name, no one else will be able to register a company with the same name unless you will grant them permission.

Question 4

What ID cards can be used?

John Doe · Accepted Answer

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

Question 5

When will arise obligation to have VAT number?

John Doe · Accepted Answer

The VAT registration obligation in Estonia arises from the moment when the company’s sales turnover exceeds 40 000 EUR per calendar year.

At the same time, the company may apply for VAT status before it reaches this amount. The VAT number registration can be initiated after you’ve registered your company. Please take a closer look at our respective service: https://virtualofficeinestonia.com/product/estonian-vat-number/

Question 6

What questions are asked when submitting a VAT application?

John Doe · Accepted Answer

The questions are what the Tax and Customs Board wants to know when accepting the application.

1. Has the desire to register arisen voluntarily or compulsorily?

2. Brief description of business activity, 3-4 sentences.

3. 2-3 main business partners.

4. Sources of business financing: loan, equity or grant?

5. Are there plans to register employees?

Question 7

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

John Doe · Accepted Answer

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: https://virtualofficeinestonia.com/product/ioss-number/

Question 8

What ID cards can be used?

John Doe · Accepted Answer

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

Question 9

Is getting a VAT number guaranteed?

John Doe · Accepted Answer

Depends on Tax and Customs official evaluation. It will be monitored case by case.

In practice, it is generally the case that if you have had significant problems with the Tax and Customs Board in the past, if you cannot adequately describe your business activities, if you do not have a bank account with an Estonian bank, you will not receive a VAT number. The Tax and Customs Board has the right to request that the person submit additional proof or collect such proof on its own initiative. The proof is any information confirming that the applicant has either commenced business at the place of business stated in the application or has planned to start a business. Such proof can be, for example, preliminary contracts, (commercial lease, procurement, delivery, employment, etc.) contracts, sites for work to be performed, etc.

Question 10

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

John Doe · Accepted Answer

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: https://www.youtube.com/watch?v=uKJ3zgS5oTc&t=4s

Question 11

Can a foreign company register for VAT?

John Doe · Accepted Answer

In order to register for VAT, a foreign company must submit an application and extract from the company register of the country where the company is registered.

Of course, it is also necessary to thoroughly describe how the business will be related to Estonia. Documents can be submitted either by a person authorized to represent or by an authorized person under a notarial power of attorney in our office on site. Tax and Customs Board also accept documents sent by post if the specimen signature of the authorized person is notarized or sent digitally signed (digital signature of the authorized person) to our e-mail address emta@emta.ee or submitted to our service office on site.

Question 12

Who activates the roaming in the card?

John Doe · Accepted Answer

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.

Question 13

What is your advantage over competitors?

John Doe · Accepted Answer

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.

Question 14

How to start with the SIM Card?

John Doe · Accepted Answer

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.

Question 15

How do charge talk time?

John Doe · Accepted Answer

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.

Question 16

Call rates?

John Doe · Accepted Answer

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

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Question 17

Why I should need them?

John Doe · Accepted Answer

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.

Question 18

What is an apostille?

John Doe · Accepted Answer

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:

https://virtualofficeinestonia.com/product/apostilled-documents/

Question 19

What are the requirements for a power of attorney?

John Doe · Accepted Answer

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.

Question 20

Is the shareholder list also Apostilled?

John Doe · Accepted Answer

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.

Question 21

Are paper delivery costs included?

John Doe · Accepted Answer

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: https://virtualofficeinestonia.com/product/apostilled-documents/

Question 22

Why the price is so small?

John Doe · Accepted Answer

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

Question 23

Whether to assist in the liquidation of a company with large debts and court proceedings?

John Doe · Accepted Answer

It actually depends on each specific case.

We help with liquidation and bankruptcy proceedings. If necessary, we involve partners.

However, the first step is to contact us and describe your problem as precisely as possible.

Question 24

Whether somewhere need to be notified when liquidation has been started?

John Doe · Accepted Answer

Yes, this must be done in the so-called official notices, after the liquidation decision has been submitted to the Estonian Business Registry.

<img class="alignnone size-full wp-image-6404" src="http://virtualofficeinestonia.com/wp-content/uploads/2020/09/ametlikud-teadaanded-logo.png" alt="" width="293" height="80" />

Adding it there or instructing to do it is included in the price of our service.

Question 25

What to do with negative share capital?

John Doe · Accepted Answer

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: https://virtualofficeinestonia.com/product/company-termination/

Question 26

Using an e-notary?

John Doe · Accepted Answer

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

Question 27

The Power of Attorney for liquitation?

John Doe · Accepted Answer

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.

Question 28

Is there need for report somewhere about liquidation?

John Doe · Accepted Answer

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.

Question 29

Is the Estonian company liquidation procedure the same for local and foreign business owners?

John Doe · Accepted Answer

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

Question 30

I am abroad, I want to liquidate my companies, I can't come to Estonia?

John Doe · Accepted Answer

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.

Question 31

How quickly the service is activated?

John Doe · Accepted Answer

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.

Question 32

How long it takes to liquitate the company?

John Doe · Accepted Answer

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.

Question 33

How long does the liquidation last?

John Doe · Accepted Answer

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.

Question 34

How can a private limited company be dissolved?

John Doe · Accepted Answer

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.

Question 35

Debitors managment procedure

John Doe · Accepted Answer

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:

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.
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.
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.
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.
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.
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.

Question 36

Can I also liquidate a company by joining a natural person?

John Doe · Accepted Answer

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.

Question 37

Are company liquidation and bankruptcy the same?

John Doe · Accepted Answer

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

Question 38

Will I get a physical address in Estonia with e-Residency?

John Doe · Accepted Answer

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.

Question 39

Why there is a need for the address?

John Doe · Accepted Answer

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

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: https://virtualofficeinestonia.com/product/package-one/

Question 40

Where is the service agreement what needs to signed?

John Doe · Accepted Answer

It is included with your order confirmation to be automatically downloaded.

Please check your email.

Question 41

Where is my contact person certificate?

John Doe · Accepted Answer

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

Question 42

Where is my address certificate?

John Doe · Accepted Answer

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.

Question 43

When should a legal address be changed in the Commercial Register?

John Doe · Accepted Answer

To change a company's address in the Commercial Register, you need to submit an application for amendments.

This is required when the legal address has changed, or the company no longer has the right to use it. If the new location is in a different city or county, you also need to amend the Articles of Association.

You'll need to attach the amended Articles of Association and minutes of the General Meeting or the Decision of the Beneficiaries approving the AofA to the electronic application. When amending the Articles of Association, you'll need to pay a state fee.

Question 44

What ID cards can be used?

John Doe · Accepted Answer

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

Question 45

State fee to change the business registry data?

John Doe · Accepted Answer

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. https://virtualofficeinestonia.com/product/state-fee-for-registry-entry/

Question 46

Is the contact person a juridical or physical person?

John Doe · Accepted Answer

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

Question 47

Is offered address "virtual" or real?

John Doe · Accepted Answer

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: https://virtualofficeinestonia.com/product/package-one/

Question 48

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

John Doe · Accepted Answer

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

Question 49

Is it necessary to add additional documents?

John Doe · Accepted Answer

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.

Question 50

How the contact person's representative gives his consent?

John Doe · Accepted Answer

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.

Question 51

How quickly we can obtain the address and contact person details after making the payment?

John Doe · Accepted Answer

In 24 hours.

Question 52

How quickly the service is activated?

John Doe · Accepted Answer

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.

Question 53

How is the legal address registered for the company?

John Doe · Accepted Answer

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.

Question 54

How do get a post from the address?

John Doe · Accepted Answer

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.

Question 55

Can the subscription be down- or upgraded?

John Doe · Accepted Answer

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.

Question 56

Can I order a Virtual Office Service prior to establishing a company?

John Doe · Accepted Answer

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.

Question 57

Can I cancel my subscription at anytime?

John Doe · Accepted Answer

Of course. Just let us know via e-mail with an advance of 7 days, before the date of the subscription extension date and not having an invoice unpaid. Also, you can log in to the customer area and close your subscription yourself. What needs to be noticed is that the waiver does not have a retroactive effect, ie the period for which it has already been paid is valid until the end. Also, it is very important to remember that the order ends permanently when the address and/or contact person has also been deleted from the Estonian Business Registry. Without it, the standing order is not completed.

Question 58

Are the address unique for each company, or do some companies share the same legal address?

John Doe · Accepted Answer

Because we provide an address service and we have more than one customer, the address is of course not unique.

Question 59

Who is eligible to open an entrepreneur account?

John Doe · Accepted Answer

All individuals with an Estonian personal identification code (including e-residents) can open an entrepreneur account.

A business account is a good alternative if you don't want to own a company. Taxes are calculated and paid automatically.

When using an entrepreneur account, the person cannot be a VAT liable person or operate as a self-employed person (FIE) in the same or similar area of activity.

If a customer is currently registered with the Unemployment Insurance Fund as unemployed and opens an entrepreneur account through the bank, this information will reach the Unemployment Insurance Fund and the customer’s unemployed status will end, regardless of whether the customer has received any funds on the entrepreneur account.

Question 60

When do I have to pay up share capital?

John Doe · Accepted Answer

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.

Question 61

What will be the articles of association of a private limited company?

John Doe · Accepted Answer

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

Question 62

What to consider before establishing a company in Estonia?

John Doe · Accepted Answer

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.

Question 63

What kind of name for the company will be usable?

John Doe · Accepted Answer

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.

Question 64

What is a company from the shelf?

John Doe · Accepted Answer

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.

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