Question 1

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 2

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 3

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 4

Where are the suggested addresses are located?

John Doe · Accepted Answer

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

Addresses may be added and changed as the activity expands. Juhkentali 8, Tallinn 10132 Tornimäe 7, Tallinn 10145

Question 5

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 6

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 7

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 8

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 9

Is my name on the utility bill?

John Doe · Accepted Answer

Not immediately.

However, since this is a sample and in the Docx format, you can add your own name there.

Question 10

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 11

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 12

How to change my address in the business registry?

John Doe · Accepted Answer

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

To do this, you must submit an application for amendments to the Register. If the new location of the company is in another city/county, it is also necessary to amend the Articles of Association. If the new location of the company is in another rural municipality or city, an amendment must also be made to the articles of association. The amended articles of association and the minutes of the general meeting or the resolution of the shareholders approving the articles of association must be attached to the electronic application as a file. Upon amendment of the articles of association, the undertaking must pay a state fee. If the address changes within the municipality (eg city), you do not have to attach additional documents to the application and you do not have to pay a state fee. Please take a closer look at our respective service https://virtualofficeinestonia.com/product/package-one/

Question 13

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 14

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 15

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 16

How is the legal address registered for the company?

John Doe · Accepted Answer

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

The address will be indicated in the decision on the establishment of the company, the Articles of Association, as well as in the registration card. The software guarantees that only real addresses are added. A step-by-step guide is added to your order confirmation.

Question 17

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 18

Does the certificate for address give a right for a resident permit in Estonia?

John Doe · Accepted Answer

No.

Put contact us and we will some solution.

Question 19

Does the address service give the right to register in the Estonian population register?

John Doe · Accepted Answer

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

However, our address service can serve as a preliminary step in this process. The recommended order for address registration is as follows: the address, followed by the company, then the business, and finally, a residence in Estonia for at least 6 months per year. One viable option for foreign nationals seeking registration in the population register is to purchase real estate in Estonia and reside in the country for at least 6 months. Subsequently, they may submit an application to the local government in the region where they reside in order to initiate the registration process.

Question 20

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 21

Can I switch between packages? Example start with ONE and go on up to the THREE?

John Doe · Accepted Answer

Yes. The more expensive package will then be deducted by the cost of the previously paid package.

Question 22

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 23

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 24

Are the address unique?

John Doe · Accepted Answer

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

It is possible for multiple companies to share the same legal address. However, we take measures to ensure that each customer's mail is handled separately and confidentially. As of 2023, we have two available addresses, which can be viewed in our FAQ section.

Question 25

Who is responsible for accurate information?

John Doe · Accepted Answer

Client and accountant together.

The client is responsible for ensuring that the raw data provided is true and the accountant is responsible for ensuring that the raw data has been used lawfully according to law.

Question 26

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 27

What reports must be shown in the annual report?

John Doe · Accepted Answer

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

For example, micro- and small businesses are required to provide a balance sheet, income statement, cash flow report, activity report, and specifically required notes: accounting principles, number of employees, and information about related parties. Our customers are mostly micro and small companies. A micro-enterprise is a private limited company with total assets of up to 175 thousand euros, liabilities not exceeding equity, and annual sales revenue of up to 50 thousand euros. The micro-enterprise has one shareholder who is also a member of the management board. The micro-enterprise does not have to submit an activity report in the annual report and the number of annexes is also minimal. A small company is a company with total assets of up to 4 million euros, annual sales of up to 8 million euros, and an average number of employees of up to 50 people, one of which may be exceeded.

Question 28

What language must the source documents be?

John Doe · Accepted Answer

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

Original documents in other languages must be sworn translated into the above languages, otherwise they cannot be accepted. There are certain restrictions for source documents, take a look at information about requirements.

Question 29

What is a company’s annual report?

John Doe · Accepted Answer

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

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

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

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

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

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

Please take a closer look at our respective service:

https://virtualofficeinestonia.com/product/basic-annual-report/

Question 30

What data must an invoice contain?

John Doe · Accepted Answer

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

The following information needs to be written on invoices:

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

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

Question 31

What are the requirements for expense documents?

John Doe · Accepted Answer

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

They must include:

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

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

Question 32

What are annual report deadlines in Estonia?

John Doe · Accepted Answer

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

In special cases, a different period may be set for the financial year. Submitting an annual report is mandatory for all the companies registered in Estonia, within 6 months from the end of the company's financial year. Please take a closer look at our respective service: https://virtualofficeinestonia.com/product/annual-report/

Question 33

How to give the accountant representation rights at the Tax and Customs Board?

John Doe · Accepted Answer

Necessary to submit tax returns on behalf of the company.

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

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

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

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

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

Additional data

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

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

Video manual

https://www.youtube.com/watch?v=uKJ3zgS5oTc&t=14s

Question 34

How to authorize an accountant?

John Doe · Accepted Answer

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

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

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

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

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

Question 35

Do I have to pay taxes for employees outside Estonia?

John Doe · Accepted Answer

No, you don’t.

If the company has employees who are not tax residents of Estonia and work outside Estonia, the salary payments to these foreign employees are not taxed in Estonia, and we do not file tax returns for these employees. Foreign employees must declare their income on behalf of an Estonian company in the country in which they are taxable.

Question 36

Do I have to do accounting?

John Doe · Accepted Answer

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

Keeping your books in order is crucial to providing financial transparency to your creditors and business partners and ensuring the accurate calculation of taxes. There are three main accounting policies that you must follow in Estonia:

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

By adhering to these accounting policies, you can ensure that your company's financial information is accurate and transparent. Moreover, accounting is the basis for preparing the annual report. Submission of the annual report is mandatory, if not submitted, the state imposes a fine, and in some cases also forced termination. Check out our corresponding service: https://virtualofficeinestonia.com/product/starter-accounting/

Question 37

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 38

Can you arrange accounting from previous periods?

John Doe · Accepted Answer

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

Our pricing model is based on the number of transactions involved. For more information on pricing and to discuss any special requirements, please feel free to contact us. We will be pleased to provide you with a customized pricing solution. Related product: https://virtualofficeinestonia.com/product/basic-annual-report/

Question 39

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 40

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 41

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 42

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 43

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 44

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 45

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 46

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 47

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 48

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 49

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 50

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

John Doe · Accepted Answer

Yes, it’s included.

Question 51

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 52

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 53

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 54

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 55

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 56

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 57

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 58

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 59

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 60

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 61

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 62

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 63

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 64

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.

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