Virtual Office FAQ

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 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.

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.

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.

• 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

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.

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 non profit 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 immediately.

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

Apostilled Documents

All information, founding documents, statutes, annual reports, court decisions, etc. are publicly available from the e-environment of the business registry.

Additional info:

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, the legal address is drawn up by the founder or founders in the process of establishing.

The address will be indicated also in the decision on the establishment of the company, the Articles of Association.

The address will be shown on the business registry registration card.

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.

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:

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.

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.

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:

If a company or non profit 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 immediately.

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

Apostilled Documents

All information, founding documents, statutes, annual reports, court decisions, etc. are publicly available from the e-environment of the business registry.

Additional info:

• 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

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:

When establishing a company, the legal address is drawn up by the founder or founders in the process of establishing.

The address will be indicated also in the decision on the establishment of the company, the Articles of Association.

The address will be shown on the business registry registration card.

If a company or non profit 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 immediately.

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

Apostilled Documents

All information, founding documents, statutes, annual reports, court decisions, etc. are publicly available from the e-environment of the business registry.

Additional info:

When establishing a company, the legal address is drawn up by the founder or founders in the process of establishing.

The address will be indicated also in the decision on the establishment of the company, the Articles of Association.

The address will be shown on the business registry registration card.

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.