Company formation

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.

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian, Latvian, Lithuanian, and Belgian ID cards

• Estonian e-Residency cards

• Estonian Smart-ID

• Estonian and Lithuanian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Estonia’s tax framework is renowned for its simplicity and growth-friendly incentives.

1. Zero corporate tax on retained earnings

   • Corporate income tax (20 % of the net amount, calculated as 20/80 on the distributed sum) is due only when you pay dividends or treat funds as non-business expenses. Profits that stay in the company can be reinvested tax-free for unlimited periods, accelerating growth and cash-flow planning.

2. Possibility of tax-exempt dividends in group structures

   • Dividends received from an Estonian or foreign subsidiary may be distributed further without additional Estonian tax if participation conditions are met. Likewise, profits allocated to a foreign permanent establishment are generally exempt.

3. No additional personal income tax for Estonian residents

   • If you are an Estonian tax resident, dividends you receive from your company are not subject to extra personal income tax, corporate tax settles the obligation. (Non-residents must follow the rules of their home country.)

4. Flat, transparent rates elsewhere in the system

   • Payroll taxes, VAT, and other levies use uniform rates with straightforward reporting, reducing compliance overhead.

Remember: The company (a legal person) and you (a natural person) are separate taxpayers. Keeping finances distinct avoids misclassification and ensures you benefit fully from Estonia’s business-friendly regime without risking penalties or double taxation abroad.

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

Each founder can download and print copies of the commercial register free of charge.

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

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

Apostilled Documents

The address must be always up to date.

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.

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

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.

Key rules, reservation periods, and trademark checks.

In Estonia your company name must be written in the Latin alphabet, avoid unusual symbols, be unique in the Commercial Register, and not duplicate or infringe any registered trademark. Because an Estonian company is also an EU company, it is wise to run an EU-wide trademark search to ensure the name is not already protected elsewhere in the single market.

A legal entity may reserve one business name for six months at a time, specifying both the intended legal form (e.g. OÜ, AS, MTÜ) and field of activity. Only one active reservation is permitted per entity, and the name can be used solely for the chosen form and activity. For valid reasons the reservation can be extended once for a further three months, provided the request is filed no later than five working days before the original reservation expires.

A real Estonian address and a locally based contact person are mandatory if any board member lives abroad.

To register an Estonian company, you must have (i) a real local address and, if any board member lives abroad, (ii) a contact person based in Estonia.

• Package ONE gives you the required Estonian address plus mail-handling services.

• Package TWO adds an authorised local contact person to the same real address, covering both statutory requirements in one bundle.