Question 1

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 2

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 3

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 4

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 5

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 6

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.

Question 7

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 8

What are other possibilities?

John Doe · Accepted Answer

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.

Question 9

What about non-profit juridical forms?

John Doe · Accepted Answer

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 >>

Question 10

Tax Benefits of an Estonian Company?

John Doe · Accepted Answer

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.

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.
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.
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.

Question 11

Liability for the company's debts?

John Doe · Accepted Answer

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

Question 12

Is the state fee of 265 EUR included in the product or not?

John Doe · Accepted Answer

Yes, it’s included.

Question 13

Is the bank account opening guaranteed?

John Doe · Accepted Answer

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.

Question 14

Is my desired name available?

John Doe · Accepted Answer

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.

Question 15

In what form are the documents of incorporation handed over?

John Doe · Accepted Answer

If a company or nonprofit association is established remotely, no documents will be received on paper immediately.

Each founder can download and print copies of the commercial register free of charge. In the exceptional case, if the incorporation takes place with a Public Notary, then the verified documents on paper can also be received. If there is a need to use these papers abroad, they must be legalized through the apostille: https://virtualofficeinestonia.com/product/apostilled-documents/

Question 16

How to open bank account in Estonia?

John Doe · Accepted Answer

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.

Question 17

How the contact person is linked to my company?

John Doe · Accepted Answer

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.

Question 18

How the address will be added to the company?

John Doe · Accepted Answer

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

Question 19

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 20

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 21

How fast the company will be registered?

John Doe · Accepted Answer

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.

Question 22

Field of activity?

John Doe · Accepted Answer

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

Question 23

Does the self-employed person need a contact person?

John Doe · Accepted Answer

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.

Question 24

Does Estonian company has to have local contact person?

John Doe · Accepted Answer

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.

Question 25

Do I have to pay up the equity right now? The minimum amount is 2 500 EUR.

John Doe · Accepted Answer

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

Question 26

Can there be a multible shareholders?

John Doe · Accepted Answer

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.

Question 27

Can I reserve a business name before establishing the company?

John Doe · Accepted Answer

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.

Question 28

Can I order the virtual office solution already before creating a company?

John Doe · Accepted Answer

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:

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

Question 29

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 30

Can I buy a share or a stake in a company without having to come to Estonia?

John Doe · Accepted Answer

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.

Question 31

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 32

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 33

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 34

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 35

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 36

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 37

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 38

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 39

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 40

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 41

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 42

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 43

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 44

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 45

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 46

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 47

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 48

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 49

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 50

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 51

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 52

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 53

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.

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