Virtual Office FAQ

During the contractual period, it is the duty of the accountant to provide accounting services in compliance with applicable laws, including the responsibility of maintaining accurate accounting records.

Upon the contract’s termination, the contracting entity reserves the right to request the retention or return of all relevant documents, effectively transferring the obligation of document retention to the contracting entity.

Regarding the specific service that we offer, raw data is securely stored in web-based accounting software, which enables all parties to access, verify and download the information.

It needs to be raised

Estonian Commercial Code states that if a private limited company has less than half of its share capital or less than the amount of share capital specified in § 136 of this Code or the other minimum amount of share capital provided by law, the shareholders shall decide:

1) reduction or increase of share capital, provided that the number of net assets would thereby form at least half of the share capital and at least the amount of share capital specified in § 136 of this Code or other minimum amount of share capital provided by law, or taking other measures as a result of which the amount of the net assets of the private limited company would be at least half of the share capital and at least the amount of share capital specified in § 136 of this Code or other minimum amount of share capital provided by law;

2) the dissolution, merger, division, or transformation of a private limited company, or

3) submission of a bankruptcy petition.

We can help with the terminal liquidation process.

We accept the source documents in Estonian and English language.

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

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

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

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

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

Please take a closer look at our respective service:

Basic annual report

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

The following information needs to be written on invoices:

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

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

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

In special cases, a different period may be set for the financial year.

Submitting an annual report is mandatory for all the companies registered in Estonia, within 6 months from the end of the company’s financial year.

For this purpose, we need to be given appropriate rights of representation by logging into the environment of the Tax and Customs Board.

This can be done with the Estonian e-residency card, ID card, Mobile ID, and Smart ID.

To get more information about all of these self-identification tools, please read the material in our FAQ environment.

Video:

https://www.youtube.com/watch?v=uKJ3zgS5oTc

No, you don’t.

If the company has employees who are not tax residents of Estonia and work outside Estonia, the salary payments to these foreign employees are not taxed in Estonia, and we do not file tax returns for these employees.

Foreign employees must declare their income on behalf of an Estonian company in the country in which they are taxable.

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

Keeping your books in order is crucial to providing financial transparency to your creditors and business partners and ensuring the accurate calculation of taxes.

There are three main accounting policies that you must follow in Estonia:

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

By adhering to these accounting policies, you can ensure that your company’s financial information is accurate and transparent.

Moreover, accounting is the basis for preparing the annual report. Submission of the annual report is mandatory, if not submitted, the state imposes a fine, and in some cases also forced termination.

Check out our corresponding service:

Starter accounting

Standard Procedure for Non-Payment of Services:

The established protocol for addressing non-payment of services typically involves several steps to ensure a fair resolution. These steps are as follows:

1. Reminder Letter: A formal communication is sent to the debtor, notifying them of the outstanding payment and requesting immediate settlement. The letter serves as an initial reminder and allows the debtor an opportunity to rectify the situation promptly.
2. Repeated Reminder Letter: In the event that the debtor fails to respond or settle the outstanding amount after the initial reminder, a subsequent reminder letter is sent as a follow-up measure. This letter reiterates the urgency of payment and emphasizes the potential consequences of continued non-compliance.
3. SMS Reminder: In addition to written communication, a text message reminder is commonly employed as a supplementary means of notification. This method aims to further prompt the debtor to take immediate action in resolving the unpaid balance.
4. Register of Debtors: If the debtor remains unresponsive or persistent in non-payment, their details may be recorded in a register of debtors. This record serves as a reference for future actions and ensures transparency within the process.
5. Court Proceedings: Should the previous steps prove ineffective, legal action may be pursued through court proceedings. This involves initiating a formal lawsuit against the debtor, presenting the case before a judge or magistrate, and seeking a legal judgment in favor of the owed amount.
6. Bailiff or Debt Collection Company: If necessary, following a court judgment, the services of a bailiff or a reputable debt collection company may be enlisted. These professionals are authorized to take further action to recover the owed funds, which may include seizing assets, enforcing payment plans, or implementing other legal measures.

It is important to note that throughout this process, initial transaction costs incurred as a result of pursuing the outstanding payment will be included. Additionally, as the proceedings progress, state fees and bailiff costs, which are associated with legal action and the involvement of authorized officials, will be added to the outstanding balance.

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, an address is necessary for a new company to be set up or for an existing company. 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.

Furthermore, an address can be used as a point of contact for clients, suppliers, and business partners. By having a fixed physical location, it becomes easier for clients, stakeholders, etc to find and interact with the company. This can lead to increased business opportunities and improved relationships with clients and partners.

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.

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

Juhkentali 8, Tallinn 10132

Tornimäe 7, Tallinn 10145

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

Upon confirming your subscription order, an automatic download of the order confirmation is included.

Kindly check your email for the order confirmation.

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

The company’s address in the Commercial 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 Commercial Register. If the new location of the company is in another city/county, it is also necessary to amend the Articles of Association.

The amended Articles of Association and Minutes of the General Meeting or the Decision of the Beneficiaries of approval of the AofA must be attached to the electronic application. When making amendments to the Articles of Association, the company must pay a state fee.

In the event of a change to the state area, a state fee is required to be paid.

The payment of the state fee must be made to the Ministry of Finance. During the final phase of the application submission process in the Estonian Business Register e-environment, bank account, and reference number information must be provided.

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 provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

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.

We can help with official registration in the Estonian population registry if there is legal background for obtaining.

Of course.

In the “My Account > 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.

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

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

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

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

Please take a closer look at our respective service:

Basic annual report

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

In special cases, a different period may be set for the financial year.

Submitting an annual report is mandatory for all the companies registered in Estonia, within 6 months from the end of the company’s financial year.

No.

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 for the shareholders.

But we can translate it with the sworn translator.

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 of 100 euros. 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 is 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: https://eresident.politsei.ee

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.

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 following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• 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.

1. Private limited company

There is no personal responsibility. Unless the shareholder or member of the management board does something criminally or directly to the detriment of the private limited company. For example, a company takes property. This needs to be done more cunningly.

2. General partnership

The shareholder is fully responsible. One shareholder is also appointed as a member of the management board, while the other shareholder remains anonymous. That must be kept in mind.

3. Non-profit organisation

It shouldn’t be here, but it is. But often the name does not correspond to the real thing. A business can be done that meets business objectives. There is no responsibility until something is done criminally.

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.

Can be done without but this is our preferred option.

Other possibilities are visiting a Public Notary in Estonia or using a power of attorney.

These are more expensive options, different service and translation fees are added.

If an association is established in the e-environment of the Estonian Business Register, no documents will be received on paper immediately. Each founder can download and print copies of the commercial register free of charge.

If there is a need to use these papers abroad, they must be legalized through the apostille. In Estonia, all organizations check the data through the e-environment in the commercial register.

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.

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.

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.

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.

It needs to be raised

Estonian Commercial Code states that if a private limited company has less than half of its share capital or less than the amount of share capital specified in § 136 of this Code or the other minimum amount of share capital provided by law, the shareholders shall decide:

1) reduction or increase of share capital, provided that the number of net assets would thereby form at least half of the share capital and at least the amount of share capital specified in § 136 of this Code or other minimum amount of share capital provided by law, or taking other measures as a result of which the amount of the net assets of the private limited company would be at least half of the share capital and at least the amount of share capital specified in § 136 of this Code or other minimum amount of share capital provided by law;

2) the dissolution, merger, division, or transformation of a private limited company, or

3) submission of a bankruptcy petition.

We can help with the terminal liquidation process.

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

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.

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.

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.

Standard Procedure for Non-Payment of Services:

The established protocol for addressing non-payment of services typically involves several steps to ensure a fair resolution. These steps are as follows:

1. Reminder Letter: A formal communication is sent to the debtor, notifying them of the outstanding payment and requesting immediate settlement. The letter serves as an initial reminder and allows the debtor an opportunity to rectify the situation promptly.
2. Repeated Reminder Letter: In the event that the debtor fails to respond or settle the outstanding amount after the initial reminder, a subsequent reminder letter is sent as a follow-up measure. This letter reiterates the urgency of payment and emphasizes the potential consequences of continued non-compliance.
3. SMS Reminder: In addition to written communication, a text message reminder is commonly employed as a supplementary means of notification. This method aims to further prompt the debtor to take immediate action in resolving the unpaid balance.
4. Register of Debtors: If the debtor remains unresponsive or persistent in non-payment, their details may be recorded in a register of debtors. This record serves as a reference for future actions and ensures transparency within the process.
5. Court Proceedings: Should the previous steps prove ineffective, legal action may be pursued through court proceedings. This involves initiating a formal lawsuit against the debtor, presenting the case before a judge or magistrate, and seeking a legal judgment in favor of the owed amount.
6. Bailiff or Debt Collection Company: If necessary, following a court judgment, the services of a bailiff or a reputable debt collection company may be enlisted. These professionals are authorized to take further action to recover the owed funds, which may include seizing assets, enforcing payment plans, or implementing other legal measures.

It is important to note that throughout this process, initial transaction costs incurred as a result of pursuing the outstanding payment will be included. Additionally, as the proceedings progress, state fees and bailiff costs, which are associated with legal action and the involvement of authorized officials, will be added to the outstanding balance.

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.

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.

Effective from 1 July 2009, the assignment of an Economic Operators Registration and Identification (EORI) number is compulsory for individuals engaged in customs-related activities, i.e., those activities that are linked to the Customs Code and its corresponding implementing provisions.

Given Estonia’s membership in the European Union, our company provides assistance in obtaining an EORI number and resolving customs-related matters for our clients.

The validity or invalidity of an EORI number can be ascertained by visiting the “Confirmation of EORI Number” website: 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 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 following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• 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.

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 authorized person would be identifiable. An authorization may be granted orally or in written form (by a power of attorney).

The Estonian Tax and Customs Board shall accept:

• an oral authorization – is valid on procedural acts only together with a party to the proceedings;
• an unattested written authorization, unless the legislation states the different obligatory form of authorization;
• an authorization attested by a notary;
• an authorization signed digitally;
• an authorization granted by the legal representative of a legal person personally via the e-MTA (the menu item ‘Communication’ → ‘Correspondence’);
• an authorization confirmed by a sworn advocate.

For this purpose, we need to be given appropriate rights of representation by logging into the environment of the Tax and Customs Board.

This can be done with the Estonian e-residency card, ID card, Mobile ID, and Smart ID.

To get more information about all of these self-identification tools, please read the material in our FAQ environment.

Video:

https://www.youtube.com/watch?v=uKJ3zgS5oTc

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.

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.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• 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.

If an association is established in the e-environment of the Estonian Business Register, no documents will be received on paper immediately. Each founder can download and print copies of the commercial register free of charge.

If there is a need to use these papers abroad, they must be legalized through the apostille. In Estonia, all organizations check the data through the e-environment in the commercial register.

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.

The foundation cannot be established electronically on the Estonian Business Registry.

Establishing papers must be verified with Public Notary or we must have Power of Attorney.

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

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.

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.

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

• 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: https://www.id.ee/en/mobile-id

E-Residency enables digital entrepreneurs to start and manage an EU-based company online:

• Estonia is the first country to offer e-Residency, a government-issued digital identity, and status that provides access to Estonia’s transparent digital business environment
• E-Residency allows digital entrepreneurs to manage their business from anywhere, entirely online

Note, an e-Residency digital ID card provides access to e-services, but it is not a valid form of physical identification and cannot be used as a travel document. e-Residency does not confer citizenship, tax residency, physical residency, or right of entry to Estonia or the European Union.

There are no annual or maintenance fees for the e-Residency digital ID card.

The e-Residency digital ID card is valid for (5) years. The state fee for renewal or replacement is the same.

The availability of services is contingent upon the selected package.

A legal address is required for corporate entities and up to a decision for individual entities.

Additionally, a contact person service is compulsory for companies or nonprofit associations whose board members reside outside of Estonia.

Our company provides assistance with establishing companies or nonprofit associations in Estonia, as well as accounting services that are tailored to the volume of business and can include VAT, EORI, and IOSS services, among others.

To obtain further information on our services, please refer to our e-shop. Each service contains a FAQ and detailed information on the inclusions of each product is available.

1. Private limited company

There is no personal responsibility. Unless the shareholder or member of the management board does something criminally or directly to the detriment of the private limited company. For example, a company takes property. This needs to be done more cunningly.

2. General partnership

The shareholder is fully responsible. One shareholder is also appointed as a member of the management board, while the other shareholder remains anonymous. That must be kept in mind.

3. Non-profit organisation

It shouldn’t be here, but it is. But often the name does not correspond to the real thing. A business can be done that meets business objectives. There is no responsibility until something is done criminally.

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).

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 authorized person would be identifiable. An authorization may be granted orally or in written form (by a power of attorney).

The Estonian Tax and Customs Board shall accept:

• an oral authorization – is valid on procedural acts only together with a party to the proceedings;
• an unattested written authorization, unless the legislation states the different obligatory form of authorization;
• an authorization attested by a notary;
• an authorization signed digitally;
• an authorization granted by the legal representative of a legal person personally via the e-MTA (the menu item ‘Communication’ → ‘Correspondence’);
• an authorization confirmed by a sworn advocate.

Remote authentication enables the conduct of notarial acts via a video bridge created between the notary and the customer. Such authentication is equivalent to authentication at a notary’s office.

Remote authentication is an opportunity, not an obligation. It is up to the notary to decide, whether a specific transaction can be carried out by using remote authentication.

Subject to agreement with a notary, transactions using remote authentication can be carried out either at a place suited for the customer (e.g. at home) or at an Estonian embassy.

Outside embassies remote authentication can be used to perform all notarial acts, except certification of contraction of marriage and divorce.

At Estonian embassies, remote authentication can be used for carrying out transactions with shares of a private limited company, authenticating powers of attorney, submitting applications for marriage and divorce, and applications related to succession. Deletion and transfer of real rights and commercial pledges are also possible. Acts using remote authentication can be conducted in five Estonian embassies – Helsinki, Stockholm, Brussels, Riga and London. 

In order to conduct an act by using remote authentication and be given the relevant advice, one should first contact a notary’s office. The contact data of all notaries can be found at www.notar.ee/et/notarid/nimekiri. One can also carry out the required act via the self-service portal of the Chamber of Notaries at iseteenindus.notar.ee (EE). A Republic of Estonia ID card, digital ID, mobile ID or an e-Resident’s digital ID can be used to log in to the portal and to sign documents to be authenticated. SmartID and European Union member state’s eID card can also be used to log in to the portal, but they can not be used to sign any documents.

If the intention is to carry out the act by using remote authentication in an Estonian embassy, one of the five embassies can be selected in the self-service portal, by also indicating the desired dates. Based on the data submitted in the application the self-service portal proposes the available times that suit both the notary and the embassy. The times are proposed in accordance with the time zone in which the embassy is located.

Additional info

The registration of the activities of an unlicensed small fund manager is regulated by § 453 of the Investment Funds Act (IFS). Accordingly, in order to register the activities, the applicant must submit a written application to the Financial Supervision Authority and the following information and documents specified in IFS:

• the contact details and articles of association or another equivalent document of the small fund manager
• the number of funds managed and their names or business names
• the dates on which the funds managed are set up or set up and the law under which they are set up or set up
• information on the investment policy of the funds, including the fund’s investments and marketable instruments, trading venues, the fund’s main risks, and the composition and total value of assets under management

In addition to the above, the following must also be submitted:

• the partnership agreement of the fund to be established and, if necessary, also the management agreement
• rules of procedure and internal control rules which comply with the requirements provided for in § 14 of the Money Laundering and Terrorist Financing Prevention Act (RahaPTS)
• Money risk document provided for in § 10 of the PTS
• rules of procedure and internal control rules which comply with the conditions of § 23 of the International Sanctions Act
• an organizational solution for the prevention of money laundering and terrorist financing, based on the principle of three internationally recognized lines of defense (including the number of employees in each line of defense)
• legal self-analysis, taking into account the guidelines on the basic concepts of the Directive on Alternative Investment Fund Managers ESMA / 2013/611 (available on the website of the Financial Supervision Authority here: http://www.fi.ee/failid/Soovituslik_juhend_ESMA_suunise_ylevotmine_2013_611.pdf), which would indicate the . In the elements of the self-assessment, it is appropriate to refer to the partnership agreement of the proposed fund or other relevant documents from which the relevant rights or obligations of the fund, the fund manager and investors arise
• A document certifying payment of the processing fee on the basis of subsection 457 (4) of the Financial Supervision Authority Act (payment order)

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!

This is a number assigned by local government agencies to identify a business within the local market. Examples include the VAT Number in Europe, the Siret Number in France, the Company Number in Australia, and the State Registry Number in Brazil.

Can be done without but this is our preferred option.

Other possibilities are visiting a Public Notary in Estonia or using a power of attorney.

These are more expensive options, different service and translation fees are added.

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

The best suited businesses for e-Residency are paperless companies that can be run completely online independent of location, for example consulting or freelance services in IT and communications, professional and scientific activities, and administrative and support service activities.

We are increasingly seeing e-residents setting up small to medium eCommerce and dropshipping businesses, as well as larger companies manufacturing and/or selling physical goods wanting to set up a subsidiary in Europe.

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.

The e-Residency application environment is administered by the Estonian Police and Border Guard Board. PBGB is also responsible for processing e-Residency applications and making decisions.

If you need help submitting your e-Residency application, consult with the FAQ below or contact the Estonian Police and Border Guard Board.

In order to track your application status, please log in to the application environment.

Please note that the e-Residency project team does not have access to the application environment. All inquiries related to application process, should be directed to the Estonian Police and Border Guard Board.

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.

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.

• 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.

Below is a list of the most commonly used Estonian government e-services.

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

To explain tax residency and citizenship, we first need to consider that there are two separate parties involved: a private and a legal person. This means that your company is a legal person, and you alone are the private person.

Citizenship only applies to a private person and is determined by your passport. The tax residency on the other hand is not the same as citizenship and is determined by tax laws. The tax residency status can be in the same country as your citizenship, but it also might be different or change in time.

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.

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.

The obligation to keep and collect data of the beneficial owner, which entered into force on 1 September 2018, arises from Chapter 9 of the Money Laundering and Terrorist Financing Prevention Act.

By law, private legal entities have an obligation to maintain and collect relevant, accurate and up-to-date information on beneficial owners, as well as information on ownership or other means of exercising control.

Until now, the obligation to identify the beneficial owner has been incumbent on credit and financial institutions, notaries and other obligated persons when establishing a business relationship or concluding transactions. Pursuant to the provisions of the Money Laundering and Terrorist Financing Act, which entered into force on 1 September 2018, legal persons in private law are required to disclose their actual beneficiaries through the commercial register. To this end, the shareholders of the company must disclose the details of the beneficial owners to the management board. The management board then submits this information via the company portal or a notary.

Data on beneficial owners must be provided: companies, foundations and non-profit associations (excluding housing and building associations and foundations). There is no obligation for self-employed persons to provide data.

In order to publish the data of these beneficiaries, the authorized person must enter the enterprise portal, click on the link “Actual beneficiaries not specified” on the home page and specify the person (s) from the available selection or enter the data: name, personal identification code, country, role.

Information must be disclosed for natural persons whose direct or indirect participation or other control in the enterprise exceeds 25 per cent.

The deadline for submitting data is 30 October 2018, but the possibility to submit remains open on a permanent basis.

The Ministry of Finance has pointed out in the data submission guide below that the provisions on penalties for non-submission of data of actual beneficiaries will not enter into force before January 2019.

If the data changes in the future, the updated data must be submitted to the register by the management board of the association within 30 days. In the future, the accuracy of the data of the actual beneficiaries must also be confirmed in the company’s annual report, if they have not changed.

Standard Procedure for Non-Payment of Services:

The established protocol for addressing non-payment of services typically involves several steps to ensure a fair resolution. These steps are as follows:

1. Reminder Letter: A formal communication is sent to the debtor, notifying them of the outstanding payment and requesting immediate settlement. The letter serves as an initial reminder and allows the debtor an opportunity to rectify the situation promptly.
2. Repeated Reminder Letter: In the event that the debtor fails to respond or settle the outstanding amount after the initial reminder, a subsequent reminder letter is sent as a follow-up measure. This letter reiterates the urgency of payment and emphasizes the potential consequences of continued non-compliance.
3. SMS Reminder: In addition to written communication, a text message reminder is commonly employed as a supplementary means of notification. This method aims to further prompt the debtor to take immediate action in resolving the unpaid balance.
4. Register of Debtors: If the debtor remains unresponsive or persistent in non-payment, their details may be recorded in a register of debtors. This record serves as a reference for future actions and ensures transparency within the process.
5. Court Proceedings: Should the previous steps prove ineffective, legal action may be pursued through court proceedings. This involves initiating a formal lawsuit against the debtor, presenting the case before a judge or magistrate, and seeking a legal judgment in favor of the owed amount.
6. Bailiff or Debt Collection Company: If necessary, following a court judgment, the services of a bailiff or a reputable debt collection company may be enlisted. These professionals are authorized to take further action to recover the owed funds, which may include seizing assets, enforcing payment plans, or implementing other legal measures.

It is important to note that throughout this process, initial transaction costs incurred as a result of pursuing the outstanding payment will be included. Additionally, as the proceedings progress, state fees and bailiff costs, which are associated with legal action and the involvement of authorized officials, will be added to the outstanding balance.

We can help with official registration in the Estonian population registry if there is legal background for obtaining.

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.

Some transactions can also be carried out through an e-notary.

Among them is the sale of a company or non-profit organization.

1. The act to be performed by remote authentication and the corresponding time must be agreed with the notary in advance, either via the self-service of the website of notar.ee or directly.

2. To perform an act by remote authentication, the client is required to have and use a computer with a webcam and a microphone, an ID card with a card reader, or Mobile-ID for digital signing.

3. Remote authentication only functions in the Google Chrome web browser, and the internet connection speed must enable video calls.

4. To perform an act, it is required to log into the self-service of the website of notar.ee.

For more detailed information about how the notarial acts can be performed by remote authentication, please visit the website of the Estonian Chamber of Notaries.

As part of our services, we are authorized to obtain a Legal Entity Identifier (LEI) code on your behalf.

This process involves the allocation of a unique code to your legal entity, which facilitates identification and tracking within financial transactions.

The price is the annual payment.

The LEI code application process can be conveniently carried out remotely, provided that you possess an e-residency card. Alternatively, we can obtain the LEI code on your behalf through a Power of Attorney arrangement, which grants us legal authorization to act on your behalf.

By entrusting us with the task of obtaining an LEI code, you can rest assured that the process will be carried out efficiently and effectively, with all necessary legal and regulatory requirements met.

Our team of experts possesses the requisite knowledge and expertise to ensure that the LEI code obtained is both accurate and compliant with applicable regulations.

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.

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, an address is necessary for a new company to be set up or for an existing company. 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.

Furthermore, an address can be used as a point of contact for clients, suppliers, and business partners. By having a fixed physical location, it becomes easier for clients, stakeholders, etc to find and interact with the company. This can lead to increased business opportunities and improved relationships with clients and partners.

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.

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

Juhkentali 8, Tallinn 10132

Tornimäe 7, Tallinn 10145

Upon confirming your subscription order, an automatic download of the order confirmation is included.

Kindly check your email for the order confirmation.

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

The company’s address in the Commercial 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 Commercial Register. If the new location of the company is in another city/county, it is also necessary to amend the Articles of Association.

The amended Articles of Association and Minutes of the General Meeting or the Decision of the Beneficiaries of approval of the AofA must be attached to the electronic application. When making amendments to the Articles of Association, the company must pay a state fee.

The following forms of identification are permissible:

• Estonian, Latvian, Lithuanian, and Belgian ID cards
• Estonian e-resident cards
• 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.

In the event of a change to the state area, a state fee is required to be paid.

The payment of the state fee must be made to the Ministry of Finance. During the final phase of the application submission process in the Estonian Business Register e-environment, bank account, and reference number information must be provided.

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

If the company already exists, the decision of the shareholder or shareholders to change the address and/or contact person must also be included in the change statement to the business register additionally.

If the address given in the articles of association changes within the administrative unit, the articles of association must also be amended.

You can compile them yourself, use the automatic forms in the business register or order them from us. To do this, you need to order a document service.

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 provide accurate and verifiable address information when engaging in transactions with these institutions.

That’s what we are offering.

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.