Virtual Office FAQ

 

Company formation (25)

After we receive the order and get payment, the contact person is ready to sign in as the contact person for your company in the Estonian Commercial Registry.

Usually, it will be done within 24 hours.

Tag: Company

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.

Tag: Company

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.

Tag: Company
  • 0% corporate income tax. Profits retained and reinvested in the company have a tax rate of 0%
  • A company in one day. Establishing a company is done online and only takes one business day
  • 100% online management. Digitally sign documents, declare taxes, conduct banking and submit annual reports
  • Everything is in English. All services and official registers are in English. No need to know the Estonian language
  • Professional support that will help you set up your company efficiently and smoothly
Tag: Company

Companies can be established in Estonia remotely with ID cards (allowed are              Estonian, Latvian and Finnish ID-card or Estonian and Lithuanian Mobile-ID or Estonian e-resident card).

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. 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.

No, there is no need for that.

Except establishing a company with an Estonian e-residency card.

Companies can be established in Estonia remotely with ID cards (allowed are              Estonian, Latvian and Finnish ID-card or Estonian and Lithuanian Mobile-ID or Estonian e-resident card).

Other possibilities are:

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.

Tag: Company

Yes, it’s included.

No. We collect your data and provide it to the banks. They have final decision rights. But we can hope expected readiness in some selected banks.

For opening bank account in Estonian banks, it can’t be done remotely.

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.

Tag: Company

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.

Tag: Company

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

If everything is ready at the start of establishing (name, the field of activity, government fee, etc.) then:

In an expedited procedure, the court keeping the register shall examine the application for entry at the latest on the following working day. Additional restrictions apply to the submission to expedited procedure pursuant to § 53 (5) of the Commercial Code and the order of the Minister of Justice “Procedure for Submission of Documents to Court”.

Tag: Company

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.

Having an address in Estonia and a contact person is mandatory for establishing a company in Estonia. So with ordering a company formation, you should order also an address and contact person. Or even better, go on with Package THREE. Where probably everything is included to start with business activity in Estonia from scratch.

Before you start, it is also good to think about what your business will be.

The EMTAK code (Classification of Economic Activities in Estonia) is the basis for the use of the economic indicators of your private company in national and European Union statistics.

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.

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.

Tag: 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 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.

Yes, you can.

Actually, you need it before establishing a company in Estonia. Real address in Estonia and a contact person who resides in Estonia are mandatory for establishing a company if board member/s are residing outside of Estonia.

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.

Tag: Company

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