Negative share capital must be resolved as soon as possible.

Below is a practical roadmap that reflects the requirements of the Commercial Code (Äriseadustik) and common solutions in the market.

1. When is equity “too low”?

Under Commercial Code § 176(2) the company’s net assets must be at least:

• 50 % of registered share capital, and
• not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example:
An OÜ with a registered capital of €2 500 must keep equity ≥ €2 500 (100 %).

If the balance sheet shows that equity is below either limit (often expressed as negative share capital), the board must, within three months after approval of the annual report, convene a shareholders’ meeting to decide on remedies.

2. Practical ways to restore equity

1. Issue new shares / owner cash injection – quickest textbook fix.
2. Convert shareholder loans into equity (set‑off contribution).
3. Revalue (upwards) real estate or IP – allowed if fair‑value report substantiates it.
4. Cut costs & improve margins – demonstrate turnaround in the next financial year.
5. Sell non‑core assets – realise gains, book profit.
6. Reduce share capital to minimum (€2 500) and cover rest via profit or later capital increase.

Tip: Make sure any capital manoeuvre is properly documented, entered in the accounting ledgers and registered in e-Business Register.

3. Exit scenarios

• Sell the company – shares can be transferred to a buyer who is willing to recapitalise. Ensure the SPA allocates responsibility for past debts.
• Liquidate – a clean way to close down if there is no buyer or business rationale. Requires publishing a creditor notice and preparing a final balance sheet.
• Turnkey liquidation service – we can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

Need help?
We can assist with share‑capital operations, draft resolutions, Business Register filings, or a turnkey liquidation package.

This guide is provided for general information and does not constitute legal advice.

An invoice is a primary accounting document.

The document must clearly identify the parties, the date, and the economic substance of the transaction, otherwis,e it is not accepted as a valid source document. E-invoices are fully acceptable as long as integrity and authenticity are guaranteed. Adding extras such as the payment reference or due-date is not compulsory, but it helps cash-flow management. Only a VAT-registered business may add VAT to its invoice.

• Document title (e.g. “Invoice”)

• Unique invoice number and date of issue

• Seller’s and buyer’s name, address, registry code, VAT ID (if any)

• Description of goods/services, quantity, unit price, VAT rate, net and gross amount

• Date of delivery/performance if different from the invoice date

2. Language of source documents

• Invoices may be issued in Estonian or English.

• Documents in any other language must be accompanied by a sworn translation into Estonian or English to be accepted by auditors or the Tax and Customs Board (MTA).

3. Proving the business purpose

Under both the Accounting Act and the Income Tax Act, an expense is deductible only if it is business‑related and substantiated.
If the invoice alone does not make the business purpose evident (e.g. taxi, parking, travel tickets), add explanatory information such as:

• project or client name;

• employee name & business trip dates;

• licence plate number of the company car, etc.

Lacking or incomplete documentation may lead to the expense being treated as a non‑business cost, subject to fringe‑benefit or dividend tax.

This guide is for general information only and does not constitute legal advice. For complex situations consult a professional accountant or tax adviser.

Accountant needs two separate sets of e‑service rights to act on behalf of your company:

1. Tax declarations & VAT, excise, customs, payroll – granted in the Estonian Tax and Customs Board (MTA) self‑service.

2. Preparation and submission of the annual report – granted in the Business Register (Rik.ee) environment.

Below you will find step‑by‑step instructions for both systems.
(If you prefer a video, see the MTA walkthrough at the end of this article.)

1. Give an accountant access in the MTA self‑service

Prerequisites
• The board member has an Estonian ID‑card, Mobile‑ID or e‑Residency digital ID.
• You know the accountant’s Estonian personal identification code (isikukood).

Step‑by‑step

1. Log in to the MTA self‑service at https://www.emta.ee.

2. Choose your company from the top‑right drop‑down menu (if you have more than one).

3. In the left‑hand menu click Settings → Access permissions → Access permissions of representatives → New access permission.

4. Enter the accountant’s personal ID‑code and (optionally) set an expiry date.

5. Select rights:

   • Package method – scroll to the bottom, press Search, tick e.g. Accountant Package (includes submission of all tax returns) and press Add.

   • Separate rights – open the Separate access permissions tab if you need custom scope (e.g. only VAT returns). Most useful rights are grouped under “Over‑areas”.

6. (Optional) To allow your accountant to manage further user rights, search for “right of the representative … to administer user rights” and add it.

7. Press Save. Access is active immediately.

### Troubleshooting

• If the person is not found, double‑check the ID‑code or ask the accountant to log in to MTA once (this creates a user profile).

• Remember to update or revoke rights if you switch service providers.

2. Authorise the accountant in the Business Register (for the annual report)

1. Log in to https://rik.ee and open My undertakings.

2. From the top bar select Annual Report → Defining persons entering data.

3. Click Add new person for entering data.

4. Enter the accountant’s personal ID‑code.

5. Select the relevant company (if prompted).

6. Tick “The person entering data is authorised to submit the report”.

7. Press Save.

Important: The filed report must still be digitally signed by at least one board member before it is deemed submitted.

3. Video tutorial

MTA access‑rights setup – 3‑minute video

This guide is for general information only and does not constitute legal advice. Procedures may change – always refer to the latest instructions on the official websites of the MTA and the Business Register.

Submission of the annual report is mandatory in any case.

Every Estonian legal entity – including micro‑sized OÜs owned by e‑residents – must file an annual report (majandusaasta aruanne) with the Business Register within 6 months after the end of its financial year (Commercial Code § 60).

Typical deadline: If your financial year = calendar year, the report is due 30 June of the following year. To change the FY you must submit a shareholders’ resolution and amend the articles in the Business Register before the new FY starts.

1. What must be included?

Estonian GAAP (Estonia’s Good Accounting Practice) recognises four size categories. Reporting requirements scale with size:

The size of the company determines which statements are required: micro-entities file only the balance sheet and income statement, whereas small entities add a cash-flow statement and management report, and larger ones include changes in equity and often an audit.

Most of our clients fall under micro or small category.

2. Penalties for late filing

Late filing also raises red flags with banks and partners; keep your compliance record clean.

3. Best‑practice timeline (calendar‑year FY)

Submitting early avoids last‑minute e‑system congestion.

Need assistance? Contact us for a fixed‑fee quote.

This overview is for general information only and not legal advice. Always check current laws and the Business Register instructions.

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

For physical persons, an address provides a means to receive letters, small packages, and other physical mail. Additionally, for individuals seeking to launch their own businesses, it is mandatory to have an address for establishing a company in Estonia.

For juridical persons utilizing a professional address can increase the credibility and professionalism of a business and make it more approachable to potential clients. It also provides a location for official correspondence and legal documentation, making it easier for companies to stay on top of important matters.

In addition to these benefits, an address can also help companies comply with legal requirements. For example, certain types of businesses may need to have a physical address in order to obtain necessary licenses and permits. By having a registered address, companies can avoid potential legal issues and ensure that they are operating in accordance with the law.

Overall, whether you are a physical or juridical person, utilizing an address can provide numerous benefits for both personal and professional use. From receiving physical mail to establishing a professional presence, an address is a crucial component of any successful business or personal venture.

Please take a closer look at our respective service:

Package ONE

This will be provided upon order or subscription renewal.

The certificate will be automatically sent to the email you provided during the order process.

In the event that you are unable to locate it, please inform us, and we will manually resend it to you.

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

Addresses may be added and changed as the activity expands.

Juhkentali 8, Tallinn 10132

Tornimäe 7, Tallinn 10145

When changing company data in the business register, a state fee must be paid for the actions.

During the final phase of the application submission process in the Register, bank account, and reference number information is provided.

There is also an option to pay instantly using bank links.

It should be noted that failure to pay the state fee will result in the application not being processed.

Should any obstacles arise during the payment process, we offer a specialized service free of charge to assist with payment.

State fee for registry entry

The authenticity of an address is a crucial factor in various institutional settings, including the Estonian Business Registry, payment solution providers, and banks, among others.

It is important to note that these entities do not accept the use of “not real” or “virtual addresses.”

Therefore, it is recommended that individuals and companies provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

Please take a closer look at our respective service:

Package ONE

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

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

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

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

Please take a closer look at our respective service

Package ONE

When establishing a company in the Estonian Business Register e-environment, it is the responsibility of the establisher or establishers to add the address, which will appear on the company foundation decision, articles of association, and the registry card.

It is possible to add a new address, such as the one we provide, to an existing company as well.

Instructions on how to add or change an address will be included in your order confirmation, which can be downloaded for your convenience. If you encounter any difficulties locating the instructions, please let us know, and we will resend them manually.

Please note that the aforementioned instructions apply if the establisher of the company or the owner/s has an Estonian e-residency card or other accepted digital ID solution. If this is not the case, a Power of Attorney or the presence of the individual at an Estonian Public Notary is required.

Our company is dedicated to helping our clients navigate these requirements, and we are available to provide assistance with all necessary steps.

Please take a closer look at our respective service:

Package ONE

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

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

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

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

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

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

Of course.

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

In the Customer Area view Subscription page, subscribers have the ability to perform various actions such as suspending or canceling their subscription, modifying the shipping address or payment method for future renewals, and upgrading or downgrading their subscription level.

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

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

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

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

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

Please take a closer look at our respective service:

An invoice is a primary accounting document.

The document must clearly identify the parties, the date, and the economic substance of the transaction, otherwis,e it is not accepted as a valid source document. E-invoices are fully acceptable as long as integrity and authenticity are guaranteed. Adding extras such as the payment reference or due-date is not compulsory, but it helps cash-flow management. Only a VAT-registered business may add VAT to its invoice.

• Document title (e.g. “Invoice”)

• Unique invoice number and date of issue

• Seller’s and buyer’s name, address, registry code, VAT ID (if any)

• Description of goods/services, quantity, unit price, VAT rate, net and gross amount

• Date of delivery/performance if different from the invoice date

2. Language of source documents

• Invoices may be issued in Estonian or English.

• Documents in any other language must be accompanied by a sworn translation into Estonian or English to be accepted by auditors or the Tax and Customs Board (MTA).

3. Proving the business purpose

Under both the Accounting Act and the Income Tax Act, an expense is deductible only if it is business‑related and substantiated.
If the invoice alone does not make the business purpose evident (e.g. taxi, parking, travel tickets), add explanatory information such as:

• project or client name;

• employee name & business trip dates;

• licence plate number of the company car, etc.

Lacking or incomplete documentation may lead to the expense being treated as a non‑business cost, subject to fringe‑benefit or dividend tax.

This guide is for general information only and does not constitute legal advice. For complex situations consult a professional accountant or tax adviser.

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

It can be done remotely.

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

Please take a closer look at our respective service:

Basic annual report

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

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

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

We can help.

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

Basic annual report

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

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

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

Basic annual report

Submission of the annual report is mandatory in any case.

Every Estonian legal entity – including micro‑sized OÜs owned by e‑residents – must file an annual report (majandusaasta aruanne) with the Business Register within 6 months after the end of its financial year (Commercial Code § 60).

Typical deadline: If your financial year = calendar year, the report is due 30 June of the following year. To change the FY you must submit a shareholders’ resolution and amend the articles in the Business Register before the new FY starts.

1. What must be included?

Estonian GAAP (Estonia’s Good Accounting Practice) recognises four size categories. Reporting requirements scale with size:

The size of the company determines which statements are required: micro-entities file only the balance sheet and income statement, whereas small entities add a cash-flow statement and management report, and larger ones include changes in equity and often an audit.

Most of our clients fall under micro or small category.

2. Penalties for late filing

Late filing also raises red flags with banks and partners; keep your compliance record clean.

3. Best‑practice timeline (calendar‑year FY)

Submitting early avoids last‑minute e‑system congestion.

Need assistance? Contact us for a fixed‑fee quote.

This overview is for general information only and not legal advice. Always check current laws and the Business Register instructions.

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

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

Apostille proves the authenticity of the document.

The person who signs the document and makes a national public document of one country available to a foreign country that is a party to the relevant international convention (the list of the convicted states can be consulted on the convention website.

Only Public Notaries draw up public documents for the Republic of Estonia. A notary cannot certify with an apostille a document that he has certified or authenticated.

Therefore, two notaries must be used. Later, the document must also be translated into a suitable language by a sworn translator.

Check out our corresponding service:

Apostilled Documents

The power of attorney is necessary so that we can carry out transactions on behalf of the client within the framework of the authorization given by him.

The document must be apostilled in the country where it was issued. The translation must be made by an Estonian sworn translator.

An unofficial document is not certified by a Notary.

In Estonia, the list of shareholders is maintained by board members and has no official meaning. The information provided in the registry card is of official significance to the shareholders.

But we can translate it with a sworn translator.

How do we get a shareholder list?

A sample will be included with your order, which you can fill out with your details and then send it back to us.

Shipping costs will be additional.

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

Please take a closer look at our respective service:

Apostilled Documents

To clarify, this is not a background check related to obtaining an Estonian e-residency.

E-residency is a transnational digital identity designed to facilitate location-independent business administration. It provides access to secure and convenient digital services that enhance credibility and trust online. Please note that e-residency does not confer citizenship, tax residency, residence, or right of entry to Estonia or the European Union. It is not a visa or residence permit, and the e-resident digital-ID card does not function as a physical identification or travel document.

Applicants for e-residency are subject to a state fee. Depending on the selected pick-up location, additional fees may apply. If an office in Estonia is chosen as the pick-up location, there is no additional fee. If a foreign representation of Estonia is selected, an additional fee of 20 euros will be charged upon application. If the pick-up location in Seoul, South Korea; Tokyo, Japan; or San Francisco, USA, an additional service fee will apply, which must be paid directly to the service provider upon collecting the document.

Please note that the Police and Border Guard Board conducts background checks on all e-residency applicants. More detailed information about applicable fees for each location is displayed upon selecting a specific pick-up location. The laws and regulations governing e-residency applications can be found in the Identity Documents Act and the State Fees Act. The terms and conditions for the use of personal identification documents of the Republic of Estonia can be accessed here.

For more information, please visit Police and Border Guard Board.

Please take a closer look at our respective service:

Background check

Upon receipt of your order and payment, we request that you provide us with the necessary data to proceed with the background check.

We will conduct a thorough investigation by checking all relevant official registries in Estonia.

Upon completion of our investigation, we will compile the relevant data and prepare a comprehensive report which will be provided to you in PDF format.

Please take a closer look at our respective service:

Background check

The Estonian Business Law provides two bases for this.

Either pay it during the establishment process or pay it later. So a company can be set up without an immediate share capital down payment.

The shareholder shall pay for the share in full within one year, but at the latest share capital must be paid when dividends will be paid. No share capital paid, no dividends.

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

A) An annual report must be submitted

To the registration department of a country court no later than within 6 months after the end of the financial year. The report can be submitted through the Company Registration Portal. If you do not submit the report in due time, the court maintaining the register may fine both the company and its management board members without advance warning.

The company’s financial year is always the calendar year, starting on the 1st of January and ending on the 31st of December.

B) The company’s business name, registry code and location

Must be stated in the company’s business documents and on its website. The annual report must also state those data and additionally the company’s e-mail address and website address as well as other telecommunications data.

C) Activities

Are presented in the annual report. Enclose up to 10 largest activities by sales revenue as annexes to the report. Activity cannot be freely described but instead must be indicated as the relevant wording in the Estonian Classification of Economic Activities, level 4. Insignificant activities are not required to be stated. The management report provides a more detailed description of the reporting year’s activities and the changes planned for the coming year. Please keep in mind that stating an activity in the Commercial Register does not automatically grant you the right to engage in it if a special law prescribes any additional requirements (for example the Trading Act requires that a place of sale be registered with the local government, the Building Act requires that a building contractor be registered, the Public Transport Act requires a public transport or taxi license, etc.).

D) Changing registry data (company address, management board members, etc.)

A petition for entry of change is filed with the county court maintaining the register. A petition for entry can be filed through Company Registration Portal or a notary. A state fee must be paid when filing a petition for entry (indicating the company’s registry code and the relevant reference code).

Notice of changes to data outside entries must be sent through Company Registration Portal or by post. Data outside entries can be changed without a state fee. A state fee is also not required for submitting a resolution of shareholders or the supervisory board to extend the duration of powers of a management board member entered into the register.

Documents (both on paper and digital) must be submitted as originals (incl. with original signatures) or as notarised copies. A notary may also prepare a digital copy of a document. Documents must be in Estonian or accompanied by a translation made by a sworn translator or certified by a notary. If failing to submit the required data, the company, as well as all its management board members can be fined repeatedly.

E) A person’s address

Is looked up from the Population Register by the county court maintaining the register. But if a company’s management board member, liquidator or the chair of the supervisory board does not have a place of residence registered in the Estonian Population Register, the data of that place of residence must be submitted and any changes in those data must be notified of immediately. Those data are also considered data outside entries so no state fee is required for them.

Every Estonian company must have an Estonian address.

F) The list of shareholders

Is kept by the private limited company’s management board.

If other shareholders have a pre-emptive purchase right, a shareholder selling its share must present the sales contract to the management board so that the management board can inform other shareholders. The notary certifying a sale or pledge of a share will also communicate the transaction to the county court maintaining the register. The management board may assign the list of shareholders to be maintained by the Estonian Central Register of Securities for a fee. In that case transactions with shares are conducted through a securities account opened in a bank. If a company had multiple shareholders and only a sole shareholder remains then the management board must send a notice to that effect to the county court maintaining the register.

Only private persons who have an Estonian personal ID code can register an Estonian company online. If you as a legal entity would like to register an Estonian company, please get in touch with us. We will help you with the registration process.

The company can be registered by one founder. If you have more than one founder, please get in touch with us. We will help you with the registration process.

To register an Estonian company, both the founder and the board member(s) must have an Estonian personal ID code. If the founder and the board member are different persons, both must digitally sign the company registration application. You will be able to download the application after filling out the registration form. Once you have signed the downloaded document, you must upload it to the portal for submission.

The management board of an Estonian company can be located outside of Estonia. In this case it is regulated by the law to provide the address of the board and appoint an authorized contact person.

G) Equity capital level

You must make sure that the company’s net assets (equity capital) do not decrease below one half of its share capital, and never below the lower limit of share capital set forth in the law. Otherwise the management board must summon the shareholders to decide an involvement of new funds, a merger, a reconstruction or dissolution of the company, etc. In the case of long-term insolvency, the management board must immediately present the court with a bankruptcy petition. Failure to react can bring about proprietary and criminal liability for the management board.

The share capital of the company must be at least 2500 euro. The maximum share capital permitted is 25 000 euro. You can register the company without having to deposit the share capital. You can do this later at the bank.

H) The Tax and Customs Board

And other national and local authorities utilise the Commercial Register’s data through a computer network and they are forbidden from requesting you to submit an excerpt of the Commercial Register (§ 541 (1¹) of the Commercial Code). You do not have to register separately as a person paying income tax, social tax and land tax. Still, you have to register as a person paying value added tax (VAT) if your company’s annual turnover exceeds the lower limit set forth in the law. You can register as a person paying value added tax through the website of the Tax and Customs Board.

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

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

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

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

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

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

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

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

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

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

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

>>Take a closer look >>

Estonia has a very transparent tax system and it is easy to understand for the foreigners, because of the flat tax rates. Here are some of the main tax benefits of an Estonian company.

1. The most important aspect about Estonian company’s taxes is that you only pay corporate income tax when you distribute dividends. If you don’t distribute dividends, then you don’t have to pay corporate income tax. So, you can use all the money that goes to your business bank account for reinvesting and growing the business and you won’t be taxed for that. In that sense, Estonia is the ideal place for growing your business compared to many other European countries where you have to pay taxes as soon as you earn income.
2. In some cases, you can take out tax-free dividends, for example if you have a permanent establishment or when you receive dividends from a subsidiary. We will discuss permanent establishment separately in the upcoming sections.
3. And lastly, a unique regulation about the Estonian tax system is that you, as a private person, don’t have to pay personal income tax additionally to the corporate income tax when the company pays you dividends. However, this applies only when you, as a private person, are a tax resident of Estonia. This is unique, because in most of the countries a private persons must pay personal income tax when they receive dividends. Nevertheless, this doesn’t mean that you, as a private person, don’t have to pay the personal income tax in your homeland.

It is very important to understand that there are different taxes for the company, and you as a private person. Therefore, you have to keep your personal and company’s money separate, as these are two independent persons: a natural person and a legal person.

This also means that it is not considered as double taxation when the company distributes dividends and pays corporate income tax, and when a private person receives dividends and pays personal income tax on that. We will discuss how double taxation works in the following section.

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

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

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

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

Yes, it’s included.

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

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

But we can hope expected readiness in some selected banks.

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

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

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

If a company or 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

If the intended activity of the company is not related to Estonia, you will not be able to open a bank account in Estonia.

This requires, for example, cooperation partners in Estonia, the partnership must also be verifiable (contracts, sales invoices, letters of confirmation), etc.

Also, to open an account with an Estonian bank, a board member of the company shall be present in the opening process.

But wait a moment, why you need a bank account in Estonia? You can open a bank account in your selected country, in your home country, or use our partners.

Just establish a company in Estonia, get your papers legislated, and open a bank account where you want and can do it.

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

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

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

When establishing a company in the Estonian Business Register e-environment, it is the responsibility of the establisher or establishers to add the address, which will appear on the company foundation decision, articles of association, and the registry card.

It is possible to add a new address, such as the one we provide, to an existing company as well.

Instructions on how to add or change an address will be included in your order confirmation, which can be downloaded for your convenience. If you encounter any difficulties locating the instructions, please let us know, and we will resend them manually.

Please note that the aforementioned instructions apply if the establisher of the company or the owner/s has an Estonian e-residency card or other accepted digital ID solution. If this is not the case, a Power of Attorney or the presence of the individual at an Estonian Public Notary is required.

Our company is dedicated to helping our clients navigate these requirements, and we are available to provide assistance with all necessary steps.

Please take a closer look at our respective service:

Package ONE

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

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

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

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

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

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

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

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

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

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

Additional data

No. But they need an Estonian address.

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

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

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

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

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

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

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

Single or multiple founders are possible.

All founders must log in to the Estonian Commercial Register with an e-residency ID card and provide their signature.

A legal entity can reserve a business name for six months.

A legal entity can have one business name reservation at a time. A legal entity with the same business name cannot book a second time.

When reserving a business name, you must choose the legal form and field of activity for which the business name will be used. The reserved business name can only be used in the selected legal form and field of activity.

For a good reason, the reservation can be extended once for three months no later than 5 working days before the original reservation expires.

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

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

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

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

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

Please take a closer look at our respective service:

Certainly.

In fact, having a legal address and a contact person residing in Estonia are prerequisites for the establishment of an Estonian company, particularly when the board members are based outside of Estonia.

These requirements are compulsory in order to comply with Estonian business laws and regulations.

No and yes.

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

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

NB!

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

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

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.

Yes, this must be done in the so-called official notices, after the liquidation decision has been submitted to the Estonian Business Registry.

Adding it there or instructing to do it is included in the price of our service.

Negative share capital must be resolved as soon as possible.

Below is a practical roadmap that reflects the requirements of the Commercial Code (Äriseadustik) and common solutions in the market.

1. When is equity “too low”?

Under Commercial Code § 176(2) the company’s net assets must be at least:

• 50 % of registered share capital, and
• not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example:
An OÜ with a registered capital of €2 500 must keep equity ≥ €2 500 (100 %).

If the balance sheet shows that equity is below either limit (often expressed as negative share capital), the board must, within three months after approval of the annual report, convene a shareholders’ meeting to decide on remedies.

2. Practical ways to restore equity

1. Issue new shares / owner cash injection – quickest textbook fix.
2. Convert shareholder loans into equity (set‑off contribution).
3. Revalue (upwards) real estate or IP – allowed if fair‑value report substantiates it.
4. Cut costs & improve margins – demonstrate turnaround in the next financial year.
5. Sell non‑core assets – realise gains, book profit.
6. Reduce share capital to minimum (€2 500) and cover rest via profit or later capital increase.

Tip: Make sure any capital manoeuvre is properly documented, entered in the accounting ledgers and registered in e-Business Register.

3. Exit scenarios

• Sell the company – shares can be transferred to a buyer who is willing to recapitalise. Ensure the SPA allocates responsibility for past debts.
• Liquidate – a clean way to close down if there is no buyer or business rationale. Requires publishing a creditor notice and preparing a final balance sheet.
• Turnkey liquidation service – we can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

Need help?
We can assist with share‑capital operations, draft resolutions, Business Register filings, or a turnkey liquidation package.

This guide is provided for general information and does not constitute legal advice.

Estonian notaries have launched an e-notary service so that company owners can visit an Estonian Embassy abroad to transfer shares, instead of at a notary office in Estonia.

You can read more about this on the e-Residency blog here.

You can choose a notary by logging in with your digital ID at notar.ee.

Don’t worry too much about which one to choose, as long as they can conduct the transaction in English and are part of the e-notary scheme. Notary fees are regulated by law and they all provide the same good quality of service.

In the self-service you can:

• Choose a notary and make an appointment
• Initiate transactions and enter transaction details
• Examine contracts before the transaction
• View all your notarial transactions and invoices

You can use e-Notary in:

• all over Estonia and in the following embassies:
• Helsinki
• Stockholm
• Brussels
• London
• Riga

In the self-service you can:

• Start and sell of companies shares
• Certification of copies, printouts, signatures
• Authentication of power of attorney
• Apostille
• etc.

What is the address of the e-notary?

https://iseteenindus.notar.ee

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

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

The liquidators shall immediately publish a notice of the liquidation proceedings of the private limited company in the official publication Ametlikud Teadaanded.

The notice of liquidation must state that the creditors if they exist, must submit their claims within four months of the publication of the notice.

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

The story is that we are offering a faster way, 48 hours, to get rid of your business, but process speed will start to run from the moment when Public Notary has verified documents.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

The usual liquidation process lasts at least half a year.

It starts with the initial decision and ends with the final balance and deletion from the register. A faster solution is to sell the company to us, and then we will continue with the liquidation ourselves.

The fastest timeline for completing the liquidation of a private limited company in Estonia is six months after the entry of the dissolution in the commercial register and publication of the liquidation notice, as well as three months after notifying shareholders of the final balance sheet and asset distribution plan.

It is important to note that this timeline is dependent on all necessary requirements being fulfilled within this timeframe.

A private limited company can be dissolved by a resolution of the shareholders, a court decision, bankruptcy or other conditions specially specified for that purpose in the articles of association.

Yes, it’s possible.

A private limited company or public limited company may, as a company being acquired, merge with the assets of a natural person (acquiring natural person) who is the sole shareholder of the company.

The merger is permitted also in case the shares are in the joint ownership of the spouses. The merger of a private limited company or public limited company with the assets of the company’s shareholder who is a natural person is permitted also in case in addition to this shareholder the shares of a private limited company or public limited company being acquired are held exclusively by the company itself.

The assets of a company being acquired, including its obligations, shall transfer to the acquiring company upon merger.

The merger will take place without liquidation proceedings. So it’s faster than conventional liquidation.

The merger process between a natural person and her/his company takes far less than the conventional liquidation – about 2-4 months.

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

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

Please check your email.

To be considered a permanent resident in Estonia, you must live in the country for at least 186 days each year due to personal or professional reasons.

You can provide various documents to prove your permanent residence, including a lease agreement signed for at least six months, an employment or service contract lasting for at least six months, proof of property ownership in Estonia, invoices in your name for utilities or fuel, evidence from a school or kindergarten if you have minor children, an annual report if you serve on an Estonian company’s board, transportation tickets with clear dates of stay, letters of explanation from people you live with, and other evidence showing your personal ties to Estonia.

If you provide an employment contract, a certificate of studying in Estonia, or a certificate of being in Estonian military service, one certificate is enough. However, for other evidence, such as a lease agreement, additional evidence must also be provided along with the lease agreement.

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

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

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

The signature is given in the digital form.

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

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

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

No. But they need an Estonian address.

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

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

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

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

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

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

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

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

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

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

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

Please take a closer look at our respective service:

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

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

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

Please take a closer look at our respective service:

IOSS number

The Economic Operators Registration and Identification System, commonly referred to as EORI, is a registration system that is mandatory for companies engaged in importing or exporting goods from or to non-EU countries within the EU.

The EORI code is specific to the country where the company is established and is required for customs clearance procedures.

For instance, if an Estonian company imports goods directly to Germany, it is still required to obtain an EORI number in Estonia, as this is where the company is registered. This ensures compliance with the EU’s customs regulations and facilitates the efficient movement of goods across borders.

The validity or invalidity of an EORI number can be checked by visiting the “Confirmation of EORI Number“.

In cases where the concerned person has authorized the disclosure of their information, it is possible to conduct a search for the name and address of the company or individual associated with that EORI number.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• Estonian Smart ID
• Estonian and Lithuanian Mobile IDs

However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments.

Additional info:

An authorization is a collection of rights within the limits of which a representative may act on behalf of the principal.

It is essential for the Estonian Tax and Customs Board that the content of authorization would be understandable and the person granting the authorization and the authorized person would be identifiable.

The main and also the most convenient and practical way to transfer the right of representation is to do it through a suitable digital identification channel. These are Mobile ID, Estonian ID, e-resident ID, and Smart ID. European Union country ID cards are also suitable. It is important to have the right to log in to the systems of the Estonian state.

If necessary, other less convenient and more expensive methods can also be used: power of attorney, lawyer’s client agreement, etc.

Additional info:

It is imperative to activate the SIM Card roaming before sending it abroad.

Our company ensures that the SIM card is activated in Estonia before dispatching it to the customer.

If there are any obstacles during the activation process, our service provider, Telia (www.telia.ee), can provide assistance.

Please note that any issues arising after the SIM card has been dispatched are the responsibility of the customer and should be addressed directly with the service provider.

A physical, tangible SIM card is

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

To commence usage of the prepaid card, simply insert the SIM card into your mobile device, turn it on, and enter the designated PIN code of 0000.

The usage time of the card commences upon activation, which is achieved by initiating a call.

Roaming capabilities have been enabled within Estonia, providing further convenience and ease of use for travelers and locals alike.

The starter kit for the prepaid card includes an initial balance of 1 EUR. The card remains active for a period of 180 days from the day of activation or top-up with a minimum of 3 EUR.

After the 180-day period has lapsed, the card will still enable the user to answer incoming calls, read messages, make calls to the Estonian emergency number 112, and top up the card for an additional 30 days.

This arrangement affords users greater flexibility and autonomy in managing their communication needs.

The process of charging, or adding credit to an account, is a straightforward and convenient procedure.

It can be accomplished remotely through various means, such as accessing the Telia portal or utilizing the Telia app.

Additionally, Telia offers a global option to purchase calling time, allowing for seamless communication across international borders. These multiple avenues for charging facilitate accessibility and flexibility for users, while also ensuring consistent and reliable service from Telia.

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

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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:

According to the Non-Profit and Foundations Act, there must be at least two founders.

The number of board members is not limited. Founders can be both natural and legal persons.

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

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.

This can be done additionally.

This can be defined in the memorandum and articles of association. Together with the already predetermined option set based on EMTAK.

We will draw up an establishing contract and articles of association.

The Estonian Classification of Economic Activities (EMTAK) is the national version of the international harmonized NACE classification. EMTAK has a hierarchical structure, being divided into five levels. The first four levels conform to the NACE structure and the fifth level is the national level, established according to the specifics of the Estonian economy and the relevant legislation.

Additional info:

Field of activity?

Basically, yes, if the activity is related to the goals of the association.

However, it should not be the only source of income. The main part or some part must still usually come from subsidies and membership fees.

The foundation cannot be established remotely.

Establishing documents must be verified with Public Notary on site in Estonia or we must have Power of Attorney from you to act on your behalf.

Unfortunately, the e-Residency status alone does not include the provision of a physical address in Estonia.

A stronger connection with Estonia is needed. Establishing a company is a very suitable solution for this. We can help with that. As well as with a contact person and a legal address service. These services will assist you in meeting the necessary requirements and ensuring compliance with the regulations of Estonia’s company registration process.

Estonia is NO. 1 most entrepreneurial country in Europe (World Economic Forum) with the world’s most digitally advanced society

• The taxation system of Estonia is favourable because the refinanced and retained profit is not subject to the corporate income tax. All taxation can be done remotely. So do company establishment, accounting etc.
• Secure online access to company data (legal facts, accounting, banking, taxes, etc.), allowing you to operate the company from anywhere in the world without the need for a regular physical presence in Estonia.
• Member of the European Union
• Member of the European Monetary Union (currency: Euro)
• English is widely spoken
• Transparent and attractive tax system
• Rapid company registration and business set up
• Easy business management via innovative e-solutions
• Pro-business environment

It looks like you’ve ordered a service from us. This can be a one-time single order or an ongoing subscription-based order. Please review your details.

The purpose of sending reminders is to help you better meet your obligations.

It is most convenient to log in to the customer environment and make a payment there. If this fails or is not possible, we will send you a payment link and manually renew your subscription.

The definition of the beneficial owner is defined in § 9 of the Money Act, according to which a beneficial owner is a natural person who ultimately owns or controls a legal person through the direct or indirect holding of a sufficient number of shares, voting rights, or ownership, including participation in bearer shares or otherwise.

The real beneficiary can be through direct or indirect control. Direct control is when a natural person has a shareholding of more than 25% in a company. Indirect control is when a company that is controlled by a natural person or several companies that are controlled by the same natural person owns more than 25% of the company.

In principle, a situation is also possible where no natural person has a shareholding of more than 25% in the company. For example, it could be a private limited company with 4 shareholders with equal shares, all of whom have a 25% shareholding and the corresponding voting rights. Thus, within the meaning of the Money Act, none of them exercises control over the private limited company and such a legal person has no real beneficiary.

The Manual for adding beneficial owners:

[sociallocker] The Manual for adding beneficial owners [/sociallocker]

A natural person is a resident if one of the following conditions is met:

Estonia invites anyone in the world to apply for e-Residency, as long as:

• You have a reasonable interest in using e-services in Estonia
• You are not an Estonian citizen or a foreigner residing in Estonia on a residence permit or with the right of residence (you already have a government-issued digital ID)

E-Residency is particularly well-suited for many freelancers, consultants, digital nomads, solo entrepreneurs and other digital entrepreneurs interested in establishing a digital services company they can manage from anywhere.

The purchase and sale of cryptocurrencies may be subject to anti-money laundering regulations. Therefore, attention must be paid to § 70 (1) 4) and (5) and § 71 of the Money Laundering and Terrorist Financing Prevention Act (RahaPTS), according to which the corresponding activity license must be applied for from the FIU.

An application for an activity license can be submitted to the register of economic activities, which can be accessed either through the www.eesti.ee portal or from the MTR website https://mtr.mkm.ee. The state fee for applying for an activity license is 3,300 euros. Pursuant to § 71 of the Money Laundering Act, the FIU shall resolve an application for an activity license within 60 days as of the date of submission of the application. Upon the decision of the Financial Intelligence Unit, the term for granting an activity license may be extended up to 120 days. Services may not be provided before permission has been obtained. A person who holds an activity license of the Financial Supervision Authority does not have an obligation under another law to apply for an activity license of the Financial Supervision Authority, an activity license of a financial supervision authority of a Contracting State of the European Economic Area. The services specified in subsection 70 (1) within the group.

As a general rule, the bank asks for a certified copy of the shareholder’s and director’s passport (beneficial owner), as well as recent proof of residence which, must be less than three months old. However, the full scope of documents depends on the bank, and on the particulars of each case. If the client goes to the bank in person to open the account, a certified copy of the passport is not required.
We will send you the additional documents necessary for opening the account by email, as an attachment, for you to sign and return to us preferably by special courier ( DHL, FedEx or Chronopost), along with the other documents mentioned above.

Disclaimer:

• Each bank account application is subject to the bank’s mandatory due diligence requirements and duties under national and international (FATF) standards, in particular, to prevent money laundering, and nothing on this webpage shall be construed as an offer to waive such requirements and duties.
• Banks are listed as examples only. You will need to confirm your choice of a bank after the registration of your company. You have no obligation to select a listed bank and may propose another bank of your choice. SFM is not proposing bank services. An introduction service includes the preparation of the application form and the submission of the application file. Any application is subject to the acceptance of the client by the bank.

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

Please check your email.

The contract, if related to the service, will be sent automatically with the order confirmation. You will then need to download and sign it, preferably digitally, and send it back to us.

As stated in our Terms of Service, this must be done before the new period begins.

Once this deadline has passed, it can be done before the end of the next period.

• IT IS NOT an actual residency. It does not give you any rights to stay in Estonia, the EU or the Schengen zone whatsoever. Nor any other social rights in Estonia or anywhere else.
• IT IS NOT a way to avoid paying tax in your actual country of residence.
• IT IS NOT a citizenship, and you will never receive any consular support from the Estonian government for holding an e-residency.
• IT IS NOT a travel document. It is not a picture ID. It can not be used as a form for identification in the “real world.”

To be considered a permanent resident in Estonia, you must live in the country for at least 186 days each year due to personal or professional reasons.

You can provide various documents to prove your permanent residence, including a lease agreement signed for at least six months, an employment or service contract lasting for at least six months, proof of property ownership in Estonia, invoices in your name for utilities or fuel, evidence from a school or kindergarten if you have minor children, an annual report if you serve on an Estonian company’s board, transportation tickets with clear dates of stay, letters of explanation from people you live with, and other evidence showing your personal ties to Estonia.

If you provide an employment contract, a certificate of studying in Estonia, or a certificate of being in Estonian military service, one certificate is enough. However, for other evidence, such as a lease agreement, additional evidence must also be provided along with the lease agreement.

Estonian Mobile ID allows people to use a mobile phone as a form of a secure digital ID.

Like the ID card, it can be used to access secure e-services and digitally sign documents but has the added advantage of not requiring a card reader.

The system is based on a special mobile SIM card, which the customer must request from the mobile phone operator. Private keys are stored on the mobile SIM card along with a small application delivering the authentication and signature functions.

Additional data

First of all, we hope this does not happen.

However, if this happens, and after the first notice, you continue to use the service without paying for it, the squeezing process will begin.

It consists of the following:

• 7 days after the payment deadline and the first reminder, a notification is sent to the Estonian Commercial Register that the right to use the address and / or contact person has expired.
• 14 days after the payment deadline has been exceeded and the first letter of formal notice, a claim is submitted to the Tallinn County Court.
• Following legal proceedings in the accelerated procedure, the claim is forwarded to a bailiff, who seizes bank accounts and / or other property.

The power of attorney is necessary so that we can carry out transactions on behalf of the client within the framework of the authorization given by him.

The document must be apostilled in the country where it was issued. The translation must be made by an Estonian sworn translator.

The data of a legal person related to you can be viewed by entering the e-business register

as a natural person with your ID card / mobile ID or Smart-ID (it is not possible to sign annual applications with smart ID) here: https://ariregister.rik.ee/eng

The manual:

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

A Public Notary in Estonia is an intermediary between a physical or juridical person and the Estonian Business Registry.

You have the right to demand that a notary who has certified or confirmed the application for representation represent him or her in the administration of the court registry department, including forwarding documents (see also § 30 (2) – (21) and § 33 (1) of the Notaries Act).

If you want the notary to certify the substance of the application, the certification fee also includes legal consultation, preparation of a draft application, and information on how much you have to pay the state fee.

In addition, at the request of participants, a notary has the right and obligation to prepare and submit to the population register a notice of change of residence data and an application for an activity license, license, and registration specified in Annex 1 to the Notarial Regulations (see § 37 of the Notarial Regulations).

Non-residents not registered in the commercial register in Estonia and operating in Estonia through a permanent establishment or non-residents not having a permanent establishment but being employers in Estonia have to register with the Estonian Tax and Customs Board. Likewise, non-resident employees and recipients of payments not having an Estonian personal identification code have to be registered with the Estonian Tax and Customs Board.

Closer look: https://www.emta.ee/en/business-client/registration-business/non-residents-e-residents/registration-non-resident

If you want to live and work in Estonia, you must submit your permanent local address to the Population Register of Estonia.

You will not have access to Estonian health insurance, social support, and the right to use many other public services without having your data in the register. So, when moving, always update your address in the register as well.

Things to bring when registering your place of residence:

• A residence notice (filled before or on the spot). The document is only available in Estonian, but have a look at a translated example.
• Your personal ID or a photocopy of the ID if the documents are sent by mail.
• A copy of a document proving your residence and the right to use these premises (your tenancy agreement, for example). If the property you register to live at belongs to many owners, you must have everyone’s consent.

If you own an Estonian ID card, you can register your place of residence online via the citizen portal eesti.ee.

Answers to all the most frequently asked questions about the electronic use of ID card and Mobile ID on the id.ee.

However, if your problem remains unsolved, please contact the ID Help Centre through the form here. The more precisely you describe your problem and the emergence of the situation, the more personalized assistance we can provide. All answers with easy steps and instructions that could help to resolve your problem will be sent to you in writing!

1. We email you the Power of Attorney.
2. You send us the POA and copy of the Passport once notarized and legalized.
   • Notarization: Take the Power of Attorney and Passport to your nearer Notary Public.
   • Legalization: After the documents have been notarized, they require legalization.
   • You can ask your notary if they can also take care of the legalization and send the documents by post. If not, you can legalize and post it yourself.

Smart-ID personal identification can be used today in Estonia, Latvia, and Lithuania. Anno 2023.

If you are an alien living in Estonia the options are:

• Residents of Estonia, Latvia, and Lithuania (incl. people staying here on the basis of a permanent residence permit) have a residence permit card. It allows you to create a Smart-ID account exactly as you would with an ID card: just follow the on-screen instructions. Your personal identification code is written on the residence card.
• If you are a non-resident, ie a person who does not have a local personal identification code, it is not possible to create a Smart-ID account in Estonia and Latvia. However, it is possible to register a Smart-ID Basic account with limited rights in Lithuania by visiting the bank branch of Medicines Bankas, don’t forget to bring your identity documents!

Additional data: https://www.id.ee/en/article/smart-id

Payment for the service is made when it is received by us, not when it is made.

Your status changes immediately upon receipt.

Check to see if the money has ever gone out of your way.

Your e-Residency digital ID card is an electronic personal identification used to identify yourself over the Internet securely.

Just like showing identification when completing a credit card transaction at a store, you indicate your digital ID for verification over the internet so companies are certain you are you.

The ID card has technical support. If starting to use the card online seems difficult or daunting, they are there to assist you, here: https://www.id.ee/en/id-card

On their website, you can find how-to videos, support articles, step-by-step solution finders, and the contacts of the support team.

Video:

For an example of the videos, check out how to create a digitally signed document on your computer!

Manual for logging in to the business registry:

Customers can log into the client area and pay to renew their subscriptions.

All offered payment gateway extensions can be used to process manual renewal payments. Customers can choose a different payment method for each renewal payment. It’s better to set up automatic payments.

If there is a problem with logging in to the customer area, let us know and the payment link will be sent.

After we receive the payment we will manually extend your subscription.

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.

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:

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.

The contract is signed digitally.

The following solutions are accepted for this purpose:

Estonian e-residency card, Estonian ID card, Dokobit, or Docusign solutions.

Manual how to use e-residency and ID card.

You must submit a notice of residence to the city or rural municipality government of your place of residence.

A notice of residence can be submitted:

• in the e-population register. You can also view the information and status of the notice of residence you already submitted there in the e-population register.
• by sending a digitally signed e-mail to the city or rural municipality government of your place of residence (to the city district government in Tallinn)
• by sending a regular letter to the city or rural municipality government of your place of residence, adding a copy of the side of your identity document that shows personal data to the notice of residence
• at the city or rural municipality government.

Printable and digitally fillable form of notice of residence is available on the homepage of the Ministry of the Interior.

Entering additional addresses in the population register

If you use several residences permanently, you must select one which is going to be entered as the residential address with legal effect (main residence) to the population register.

Other residences can be submitted to the population register as additional addresses.

You have an obligation pursuant to law to make sure your residence address in the Population Register is correct

When you are changing your residence in Estonia, relocating to a foreign country, or relocating from a foreign country to Estonia, you need to submit a notice of residence to register a new place of residence in the Population Register.

• Review the eligibility requirements.
• Fill in the application form online. Print the form and sign it after completion. The state fee is 80€ for a Type C (short stay) visa and 100€ Type D (long stay) visa.
• Make an appointment at your nearest Estonian Embassy or Consulate to submit your application. Make sure you bring copies of any required supporting documents.
• Applications are typically reviewed not sooner than 15 days

Application form for a visa can be pre-filled online. If the visa application is submitted to other Member State representing Estonia in issuing short-stay visas, kindly fill in the Schengen visa application form of the respective Member State.

An e-resident is a non-resident according to Estonian tax legislation. Only income derived in Estonia is taxed in Estonia.

If there is no activity or income derived from Estonia, taxes should be paid in the country where the service is provided or activity is done or income is derived from, the pure e-residency alone does not influence foreign or Estonian taxation.

An Estonian company established by an e-resident is an Estonian tax resident. The Estonian e-residency does not automatically exempt from taxation elsewhere.

Tax residency is the place where you actually have to pay the taxes. For example, if you are an Estonian citizen, but have lived more than 183 days per year in Finland, then you become a tax resident in Finland and have to pay the taxes there.

Generally, a company’s tax residency is in the country where the company is established. So, if the company is based in Estonia, then by law the tax residency is in Estonia. There are exceptions to this rule that will change the tax residency of your company, which we will discuss later in this article.

When talking about tax residency or even e-Residency, it is essential to emphasize that neither is an actual residency. So, if you receive your e-Residency card, then this doesn’t make you a resident nor a tax resident of Estonia – it is a common false perception. E-Residency is not related to a visa or a resident permit and doesn’t enable you to travel to Estonia. An e-Residency card is a digital identity that allows you to run a business in Estonia from a distance and fully online.

NB!

• e-Residency will not change your personal tax residency
• A company registered in Estonia is automatically a tax resident in Estonia
• Your personal residency may trigger tax residency for your company in your place of residence as well

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.

No. Your status as an e-resident does not grant permission to live in Estonia or within the EU. You will not receive benefits related to EU residency by becoming an e-resident.

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.

Legal entities whose address is located or a board resides in a foreign country must appoint a contact person.

A deadline can be set for the contact person. After measuring the deadline, the contact person is automatically deleted from the company. After that, the contact person must be appointed for a new term.

Additional information

If your IOSS number is canceled or expires, you should immediately contact the Estonian Tax and Customs Board. Understand the reason for cancellation or expiration.

Find out how to reapply or renew your IOSS registration. Continuing to sell goods in the EU without a valid IOSS number could lead to non-compliance with VAT regulations.

It may also result in potential penalties.

The Import One-Stop Shop (IOSS) number is designed to simplify VAT payments for cross-border e-commerce transactions within the EU. Estonian businesses can apply for an IOSS number through the Estonian Tax and Customs Board website. This registration allows businesses to manage VAT collection more efficiently when selling goods to other EU member states.

Companies using the IOSS number must maintain accurate records of all eligible sales for ten years. They need to make these records available upon request by any EU member state. Businesses are also required to ensure that the VAT charged at checkout is correctly calculated based on the buyer’s location. Compliance with these requirements is crucial for maintaining the validity of the IOSS registration.

The IOSS number helps Estonian companies streamline the VAT collection process. It simplifies the declaration process when selling goods to other EU countries. It helps avoid double taxation. It simplifies administrative procedures. This is achieved by allowing businesses to report and pay VAT in a single monthly return, regardless of the EU countries to which they ship.

Only the paid-in share capital can be returned.

The authorized capital and the funds remaining in the bank account can be returned to the owner 4 months after the start of the liquidation process.

This is intended to be published at www.ametlikudteadaanded.ee

Example:

…………… OÜ (registrikood ……………) (likvideerimisel) avaldab teadaande äriseadustiku (ÄS) § 212 lõike 1 alusel.

Võimalikele võlausaldajatele teatatakse ………….. OÜ (likvideerimisel) likvideerimismenetlusest.

Võlausaldajatel palume esitada oma nõuded nelja kuu jooksul käesoleva teate avaldamisest (ÄS § 212 lg 3)

There exist mandatory steps that must be undertaken in accordance with the law, pertaining to the liquidation of a company.

These steps include the following:

1. A liquidation decision must be made by the members of the board. This decision will be legally signed and subsequently submitted to the Estonian business registry through the e-business registry environment. Although this process may also be carried out through a Power of Attorney, utilizing the services of an e-notary, it is recommended that the e-business registry is utilized.
2. Notification of the liquidation process must be made available in the Government’s official notices center, which can be accessed at www.ametlikudteadaanded.ee.
3. Preparation of the final balance sheet is required as part of the liquidation process.
4. A decision to delete the company or any other relevant legal entity from the Estonian business registry must be made in accordance with legal requirements.

By adhering to these mandatory steps, entities can ensure that their liquidation process is carried out in compliance with legal requirements and regulations, ultimately minimizing any potential legal implications or consequences.

The usual liquidation process lasts at least half a year.

It starts with the initial decision and ends with the final balance and deletion from the register. A faster solution is to sell the company to us, and then we will continue with the liquidation ourselves.

The liquidator’s right of representation is identified only from the business register.

Ametlikud Teadaande is the official online publication of the Republic of Estonia, in which announcements, invitations, and announcements are published for public announcement.

The data can be added by entering the e-business register as a natural person with your e-residency card, ID card, Mobile ID, or Smart ID.

The manual:

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

For physical persons, an address provides a means to receive letters, small packages, and other physical mail. Additionally, for individuals seeking to launch their own businesses, it is mandatory to have an address for establishing a company in Estonia.

For juridical persons utilizing a professional address can increase the credibility and professionalism of a business and make it more approachable to potential clients. It also provides a location for official correspondence and legal documentation, making it easier for companies to stay on top of important matters.

In addition to these benefits, an address can also help companies comply with legal requirements. For example, certain types of businesses may need to have a physical address in order to obtain necessary licenses and permits. By having a registered address, companies can avoid potential legal issues and ensure that they are operating in accordance with the law.

Overall, whether you are a physical or juridical person, utilizing an address can provide numerous benefits for both personal and professional use. From receiving physical mail to establishing a professional presence, an address is a crucial component of any successful business or personal venture.

Please take a closer look at our respective service:

Package ONE

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

Please check your email.

This will be provided upon order or subscription renewal.

The certificate will be automatically sent to the email you provided during the order process.

In the event that you are unable to locate it, please inform us, and we will manually resend it to you.

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

Addresses may be added and changed as the activity expands.

Juhkentali 8, Tallinn 10132

Tornimäe 7, Tallinn 10145

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.

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:

When changing company data in the business register, a state fee must be paid for the actions.

During the final phase of the application submission process in the Register, bank account, and reference number information is provided.

There is also an option to pay instantly using bank links.

It should be noted that failure to pay the state fee will result in the application not being processed.

Should any obstacles arise during the payment process, we offer a specialized service free of charge to assist with payment.

State fee for registry entry

The authenticity of an address is a crucial factor in various institutional settings, including the Estonian Business Registry, payment solution providers, and banks, among others.

It is important to note that these entities do not accept the use of “not real” or “virtual addresses.”

Therefore, it is recommended that individuals and companies provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

Please take a closer look at our respective service:

Package ONE