Virtual Office FAQ
If you wish to use the document abroad, the power of attorney must also be drawn up in English. Not all countries are countries where a certified or authenticated power of attorney is considered equivalent to an Estonian notary’s power of attorney, so it is not enough to approve the documents by apostille. It is necessary to either produce a power of attorney in another country or go to court (§ 57 (2) of the Certification Act). Applicants must have access to “Submit a VAT registration application”. In order to grant access, the authorized person must enter the e-MTA as a representative and select “Settings”> “Access Rights”> “Representative Access Rights”. On the Access Rights Administration page, you must enter the user ID of the user to be authorized and select “Access to VAT registration” under the “Individual rights” section. Log in: https://maasikas.emta.ee/v1/login?authst=eitUBZa5iT 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. 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. 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.). 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. 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. 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. 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. 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. Yes, entering into a contract is beneficial to both sides of us, provides assurance and ensures continuity. The contract is concluded in two ways, digitally or manually signing. As is appropriate for the customer. In Estonia yes. To obtain the crypto license you’ll need to have a company and provide the required documentation. It’s strongly advised to register an Estonian company, as the government is not very keen on issuing licenses to foreign entities. If the bank does not accept to open your account, you will receive a 50% refund if you have ordered help for opening a bank account in Estonia. What to keep in mind is that Estonian banks do not open an account without meeting you. However, for example, you can open an account (LHV Bank) remotely if you already have an account in that bank. Alternative solutions are Transferwise, Monese, Revolut and so on. If your company has no revenue coming in, and no activity taking place, you can consider hibernating your company for a while to consider your next steps. This lowers your fee to 19 EUR a month until you want to get started again. As soon as your company starts making revenue, or you’re actively using it, your fee will return to the normal monthly price. If you have 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. When the annual report is not submitted, then the Business Register may decide to delete the company. No hidden fees No, there is no need for that. Except establishing a company with e-residency card. E-residency in Estonia does not automatically mean tax residence. It only provides the opportunity to use the e-services that the Estonian state offers. Among them is the establishment of the company. If your turnover is less than EUR 40,000 per the calendar year, you don’t need to add VAT to your invoices. If the turnover is generated outside Estonia, you do not have to add VAT to your invoices if you exceed this amount. If the employees do not work in Estonia, the labour tax according to Estonian law does not have to be taken into account. Submitting an annual report is mandatory for all the companies registered in Estonia, within 6 months from the end of the company’s financial year. Usually, the financial year is the same as the calendar year in which case the deadline is the last day of June. 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 legal person or decide on its dissolution or liquidation. 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 the foreign or Estonian taxation. The Estonian e-residency does not automatically exempt from taxation elsewhere. An Estonian company established by an e-resident is an Estonian tax resident. On 1 July 2009, the Economic Operators Registration and Identification System (EORI) was introduced in all EU Member States for identification of economic operators as regards their customs related activities. Economic operators engaged in foreign trade who register themselves in the EORI system are given unique identification numbers (EORI numbers), which will be forwarded to the EORI central database. The use of an EORI number enabling to identify economic operators within the entire EU customs territory became mandatory for all economic operators engaged in import or export of goods, transit transportations or when performing other customs related activities. After payment, we will send you questions that you need to answer. We fill in all the necessary forms. If you are an e-resident you can digitally authorize us to submit the application on behalf of the company. If you are not an e-resident you need to come to Tallinn or authorize our representative to act on behalf of the company. We send the application to the tax office. If they have additional questions, we help with the answers. After we receive order and get payment contact person is ready to sign in as the contact person for your company in Estonian Commercial Registry. 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. 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. 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. Can also be used in business, but there are differences compared to a regular company. Requires at least 2 board members. Will go through automatic liquidation if less. 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. There is 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. 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 blank check company. 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 Estonian Commercial Registry. A contact person must confirm his will to be a contact person. You can get post via e-mail. If necessary we will post the letters and parcels to the address of your choice. For the entry package is posting letters and parcels additional service. Yes, you can. Actually, you need it before establishing a company in Estonia. Real address in Estonia and contact person who resides in Estonia are mandatory for establishing a company if board member/s are residing outside of Estonia. Establishing a company in the e-environment of the Estonian business register does not need to present address proofs. At the same time, the official may ask for proof of affiliation with the address. You can then show the document. The office hours are from 9 AM – 5 PM on weekdays where you are free to schedule a visit or check in and enjoy the rented space. Since we offer services, not a commodities, it is generally not possible. Exceptionally, for example, if a service has not yet been provided, cancellation of the order is possible. To provide contact person services there is a need for a licence, we have that. Virtual Office in Estonia has a licence (licence no FIU000051) to be an authorized contact person in Estonia. The licence is provided by Estonian Ministry of Economic Affairs. It depends on the package selected. There is a legal address for a company or private person. But also contact person service, document samples, help with establishing a company in Estonia, companies from self, bookkeeping services etc. For details, see the specific service. If your company has no revenue coming in, and no activity taking place, you can consider hibernating your company for a while to consider your next steps. This lowers your fee to 19 EUR a month until you want to get started again. As soon as your company starts making revenue, or you’re actively using it, your fee will return to the normal monthly price. When establishing a company in the Estonian Commercial Register e-environment, the address must be added by the establisher or establishers. The address will appear on the company foundation decision, the articles of association as well as on the registry card. The software ensures that only real addresses can be added. When establishing with a notary, the address of your company must be notified to the notary. Manual The virtual offices, offered by us, are located at several locations across Tallinn, mainly in the downtown hotspots. There is close to Tallinna Airport, T1 shopping centre, Tallinn Bus station, Hilton hotel, Radisson hotel etc. 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 the foreign or Estonian taxation. The Estonian e-residency does not automatically exempt from taxation elsewhere. An Estonian company established by an e-resident is an Estonian tax resident. Residents pay tax on their worldwide income. Taxable income includes, in particular, income from employment (salaries, wages, bonuses and other remuneration); business income; interest, royalties, rental income; capital gains; pensions and scholarships (except scholarships financed from the state budget or paid on the basis of law). Taxable income does not include dividends paid by Estonian or foreign companies when the underlying profits have already been taxed. The personal income tax is withheld from the employees’ gross salary every month and paid by the employer. Non-residents pay personal income tax only on their income received from Estonian sources. Taxable income in Estonia includes: The rate of social tax is 33% (20% for social security and 13% for health insurance). Besides the social tax, unemployment insurance tax at a rate of 0.8% must be paid on the gross salary (an additional 1.6% is withheld from the employees’ salary). Employers registered in Estonia (including the permanent establishments of foreign entities) must pay social tax on all payments made to employees, except on those specifically exempted by law. 0% There is no corporate income tax on retained and reinvested profits. Tax on distributed profits is 14-20%. Distributed profits include: Dividends paid to non-residents are no longer subject to withholding tax, irrespective of participation in the share capital of the distributing Estonian company. However, various withholding taxes may still apply to other payments to non-residents if they do not have a permanent establishment in Estonia or unless the tax treaties otherwise provide. As the tax period for corporate entities is a month, income tax must be returned and paid monthly by the 10th day of the following month. It is possible to run your company without any corporate income taxation at all. The standard rate of VAT is 20%, the reduced rate is 9% and 0% in some cases. The taxable period is one calendar month, and VAT returns must be submitted to the tax authority by the 20th day of the month following the taxable period. Usually, Tax and Customs Board will register with the VAT for those companies that engage in economic activities or prove their commencement (§ 20 (4) of the Value Added Tax Act). As a result, the registration of non-operating ready-made companies is usually not possible for the sale of companies by sellers of the companies. It is possible to buy formerly operating companies, including VAT registered companies. In this case, the registration of the company as a VAT taxpayer will be retained. Establishing a company in the e-register the address needs to be added by the establisher/s. If needed, we will help.A) An annual report must be submitted
B) The company’s business name, registry code and location
C) Activities
D) Changing registry data (company address, management board members, etc.)
E) A person’s address
F) The list of shareholders
G) Equity capital level
H) The Tax and Customs Board
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