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Virtual Office FAQ
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 the law, the shareholders shall decide: 1) Reduction or increase of share capital 2) The dissolution, merger, division or transformation of a private limited company 3) Submission of a bankruptcy petition We can help with the terminal liquidation process. Please take a closer look at our respective service: For example, micro- and small businesses are required to provide a balance sheet, income statement, cash flow report, activity report, and specifically required notes: accounting principles, number of employees, and information about related parties. Our customers are mostly micro and small companies. A micro-enterprise is a private limited company with total assets of up to 175 thousand euros, liabilities not exceeding equity, and annual sales revenue of up to 50 thousand euros. The micro-enterprise has one shareholder who is also a member of the management board. The micro-enterprise does not have to submit an activity report in the annual report and the number of annexes is also minimal. A small company is a company with total assets of up to 4 million euros, annual sales of up to 8 million euros, and an average number of employees of up to 50 people, one of which may be exceeded. Original documents in other languages must be sworn translated into the above languages, otherwise they cannot be accepted. There are certain restrictions for source documents, take a look at information about requirements. 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 late last day of June. But it is always wise to do it early. 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. All, but micro-enterprises must also include the management report. Larger companies must submit a cash flow statement and a statement of changes in equity. In certain cases, an auditor’s evaluation is mandatory. Keep in mind that anyone can access the management reports. Therefore, consider carefully what the report contains. Please take a closer look at our respective service: The following information needs to be written on invoices: There are certain restrictions for source documents, take a look at information about requirements. They must include: They can be transmitted to us through various communication channels, preferably through various applications that automatically add them to the accounting software. 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. Please take a closer look at our respective service:
Necessary to submit tax returns on behalf of the company. Login to the Estonian Tax and Customs Board. Choose your company. On the left side, there will be “Settings”, follow these steps: Access Permissions -> Access permissions of representatives> New Access permission. There is necessary to add the identification code of the representative there. That’s 11253141 for that. The following page opens, where you can add an expiration date if necessary. Additional data Comprehensive and bulky manual: https://www.emta.ee/eng/information-and-news-e-mta/instructions-using-e-services/access-permissions-and-authorisations-e-mta Video manual Annual reports are submitted in the e-environment of the business register. If you have an Estonian ID, Mobile ID, or e-residency, the right of representation can be granted with the following steps: Now your accountant can enter your annual report data and submit it. It should also be noted that the submitted report must also be digitally confirmed by a board member. 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. 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: 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: 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: 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. Our pricing model is based on the number of transactions involved. For more information on pricing and to discuss any special requirements, please feel free to contact us. We will be pleased to provide you with a customized pricing solution. Related product: For physical persons, an address provides a means to receive letters, small packages, and other physical mail. Additionally, for individuals seeking to launch their own businesses, it is mandatory to have an address for establishing a company in Estonia. For juridical persons utilizing a professional address can increase the credibility and professionalism of a business and make it more approachable to potential clients. It also provides a location for official correspondence and legal documentation, making it easier for companies to stay on top of important matters. In addition to these benefits, an address can also help companies comply with legal requirements. For example, certain types of businesses may need to have a physical address in order to obtain necessary licenses and permits. By having a registered address, companies can avoid potential legal issues and ensure that they are operating in accordance with the law. Overall, whether you are a physical or juridical person, utilizing an address can provide numerous benefits for both personal and professional use. From receiving physical mail to establishing a professional presence, an address is a crucial component of any successful business or personal venture. Please take a closer look at our respective service: The certificate will be automatically sent to the email you provided during the order process. In the event that you are unable to locate it, please inform us, and we will manually resend it to you. Addresses may be added and changed as the activity expands. Juhkentali 8, Tallinn 10132 Tornimäe 7, Tallinn 10145 During the final phase of the application submission process in the Register, bank account, and reference number information is provided. There is also an option to pay instantly using bank links. It should be noted that failure to pay the state fee will result in the application not being processed. Should any obstacles arise during the payment process, we offer a specialized service free of charge to assist with payment. It is important to note that these entities do not accept the use of “not real” or “virtual addresses.” Therefore, it is recommended that individuals and companies provide accurate and verifiable address information when engaging in transactions with these institutions. That’s what we are offering. Please take a closer look at our respective service: To do this, you must submit an application for amendments to the Register. If the new location of the company is in another city/county, it is also necessary to amend the Articles of Association. If the new location of the company is in another rural municipality or city, an amendment must also be made to the articles of association. The amended articles of association and the minutes of the general meeting or the resolution of the shareholders approving the articles of association must be attached to the electronic application as a file. Upon amendment of the articles of association, the undertaking must pay a state fee. If the address changes within the municipality (eg city), you do not have to attach additional documents to the application and you do not have to pay a state fee. Please take a closer look at our respective service It is possible to add a new address, such as the one we provide, to an existing company as well. Instructions on how to add or change an address will be included in your order confirmation, which can be downloaded for your convenience. If you encounter any difficulties locating the instructions, please let us know, and we will resend them manually. Please note that the aforementioned instructions apply if the establisher of the company or the owner/s has an Estonian e-residency card or other accepted digital ID solution. If this is not the case, a Power of Attorney or the presence of the individual at an Estonian Public Notary is required. Our company is dedicated to helping our clients navigate these requirements, and we are available to provide assistance with all necessary steps. Please take a closer look at our respective service: For Package ONE, letters and mail will be scanned or re-posted, in accordance with the terms of the agreement. In the case of small parcels, they will be re-posted to the designated destination. Postal costs will be added to the total fee for letter and parcel forwarding, based on the destination. For Package TWO and Package THREE, a certain amount of posts, letters, and parcels are included in the package price, free of charge. We encourage customers to review the package details for further information. Once the letter or parcel has been received, it will be scanned or forwarded as agreed. Postal costs will be added and they depend on the agreed transport method. If it has not already been done, it means that it has not been received by us. Please check the sending route from the sender. Please note that for all packages, there is no hand-to-hand forwarding available. From our services address, address and contact person and accounting services are subscription based services. In the Customer Area view Subscription page, subscribers have the ability to perform various actions such as suspending or canceling their subscription, modifying the shipping address or payment method for future renewals, and upgrading or downgrading their subscription level. 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: For example, micro- and small businesses are required to provide a balance sheet, income statement, cash flow report, activity report, and specifically required notes: accounting principles, number of employees, and information about related parties. Our customers are mostly micro and small companies. A micro-enterprise is a private limited company with total assets of up to 175 thousand euros, liabilities not exceeding equity, and annual sales revenue of up to 50 thousand euros. The micro-enterprise has one shareholder who is also a member of the management board. The micro-enterprise does not have to submit an activity report in the annual report and the number of annexes is also minimal. A small company is a company with total assets of up to 4 million euros, annual sales of up to 8 million euros, and an average number of employees of up to 50 people, one of which may be exceeded. 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 late last day of June. But it is always wise to do it early. 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. All, but micro-enterprises must also include the management report. Larger companies must submit a cash flow statement and a statement of changes in equity. In certain cases, an auditor’s evaluation is mandatory. Keep in mind that anyone can access the management reports. Therefore, consider carefully what the report contains. Please take a closer look at our respective service: 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. Please take a closer look at our respective service:
It can be done remotely. If you have an Estonian e-residency card, Estonian Mobile ID, or other suitable cards. Please take a closer look at our respective service: The fine is determined to the extent provided for in the Code of Civil Procedure. If the report has not been submitted within 18 months after the end of the financial year, the court which maintains the register shall delete the register of a legal person or decide on its dissolution or liquidation. We can help. It can be done remotely. If you have an Estonian e-residency card. Please take a closer look at our respective service: Annual reports are submitted in the e-environment of the business register. If you have an Estonian ID, Mobile ID, or e-residency, the right of representation can be granted with the following steps: Now your accountant can enter your annual report data and submit it. It should also be noted that the submitted report must also be digitally confirmed by a board member. However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials. Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process. It can be done remotely. If you have an Estonian e-resideny card. Please take a closer look at our respective service: This package of documents will allow you, for example, to apply for opening an account with a foreign bank for your Estonian company or carry out transactions on behalf of the Estonian company in other countries. The person who signs the document and makes a national public document of one country available to a foreign country that is a party to the relevant international convention (the list of the convicted states can be consulted on the convention website. Only Public Notaries draw up public documents for the Republic of Estonia. A notary cannot certify with an apostille a document that he has certified or authenticated. Therefore, two notaries must be used. Later, the document must also be translated into a suitable language by a sworn translator. Check out our corresponding service: The power of attorney is necessary so that we can carry out transactions on behalf of the client within the framework of the authorization given by him. The document must be apostilled in the country where it was issued. The translation must be made by an Estonian sworn translator. In Estonia, the list of shareholders is maintained by board members and has no official meaning. The information provided in the registry card is of official significance to the shareholders. But we can translate it with a sworn translator. How do we get a shareholder list? A sample will be included with your order, which you can fill out with your details and then send it back to us. They will vary depending on the mode of transport that will be chosen. Please take a closer look at our respective service: E-residency is a transnational digital identity designed to facilitate location-independent business administration. It provides access to secure and convenient digital services that enhance credibility and trust online. Please note that e-residency does not confer citizenship, tax residency, residence, or right of entry to Estonia or the European Union. It is not a visa or residence permit, and the e-resident digital-ID card does not function as a physical identification or travel document. Applicants for e-residency are subject to a state fee. Depending on the selected pick-up location, additional fees may apply. If an office in Estonia is chosen as the pick-up location, there is no additional fee. If a foreign representation of Estonia is selected, an additional fee of 20 euros will be charged upon application. If the pick-up location in Seoul, South Korea; Tokyo, Japan; or San Francisco, USA, an additional service fee will apply, which must be paid directly to the service provider upon collecting the document. Please note that the Police and Border Guard Board conducts background checks on all e-residency applicants. More detailed information about applicable fees for each location is displayed upon selecting a specific pick-up location. The laws and regulations governing e-residency applications can be found in the Identity Documents Act and the State Fees Act. The terms and conditions for the use of personal identification documents of the Republic of Estonia can be accessed here. For more information, please visit Police and Border Guard Board. Please take a closer look at our respective service: We will conduct a thorough investigation by checking all relevant official registries in Estonia. Upon completion of our investigation, we will compile the relevant data and prepare a comprehensive report which will be provided to you in PDF format. Please take a closer look at our respective service: A business account is a good alternative if you don’t want to own a company. Taxes are calculated and paid automatically. When using an entrepreneur account, the person cannot be a VAT liable person or operate as a self-employed person (FIE) in the same or similar area of activity. If a customer is currently registered with the Unemployment Insurance Fund as unemployed and opens an entrepreneur account through the bank, this information will reach the Unemployment Insurance Fund and the customer’s unemployed status will end, regardless of whether the customer has received any funds on the entrepreneur account. Either pay it during the establishment process or pay it later. So a company can be set up without an immediate share capital down payment. The shareholder shall pay for the share in full within one year, but at the latest share capital must be paid when dividends will be paid. No share capital paid, no dividends. Automatically standard, but you can make some differences yourself, but that makes usually no sense. To the registration department of a country court no later than within 6 months after the end of the financial year. The report can be submitted through the Company Registration Portal. If you do not submit the report in due time, the court maintaining the register may fine both the company and its management board members without advance warning. The company’s financial year is always the calendar year, starting on the 1st of January and ending on the 31st of December. Must be stated in the company’s business documents and on its website. The annual report must also state those data and additionally the company’s e-mail address and website address as well as other telecommunications data. Are presented in the annual report. Enclose up to 10 largest activities by sales revenue as annexes to the report. Activity cannot be freely described but instead must be indicated as the relevant wording in the Estonian Classification of Economic Activities, level 4. Insignificant activities are not required to be stated. The management report provides a more detailed description of the reporting year’s activities and the changes planned for the coming year. Please keep in mind that stating an activity in the Commercial Register does not automatically grant you the right to engage in it if a special law prescribes any additional requirements (for example the Trading Act requires that a place of sale be registered with the local government, the Building Act requires that a building contractor be registered, the Public Transport Act requires a public transport or taxi license, etc.). A petition for entry of change is filed with the county court maintaining the register. A petition for entry can be filed through Company Registration Portal or a notary. A state fee must be paid when filing a petition for entry (indicating the company’s registry code and the relevant reference code). Notice of changes to data outside entries must be sent through Company Registration Portal or by post. Data outside entries can be changed without a state fee. A state fee is also not required for submitting a resolution of shareholders or the supervisory board to extend the duration of powers of a management board member entered into the register. Documents (both on paper and digital) must be submitted as originals (incl. with original signatures) or as notarised copies. A notary may also prepare a digital copy of a document. Documents must be in Estonian or accompanied by a translation made by a sworn translator or certified by a notary. If failing to submit the required data, the company, as well as all its management board members can be fined repeatedly. Is looked up from the Population Register by the county court maintaining the register. But if a company’s management board member, liquidator or the chair of the supervisory board does not have a place of residence registered in the Estonian Population Register, the data of that place of residence must be submitted and any changes in those data must be notified of immediately. Those data are also considered data outside entries so no state fee is required for them. Every Estonian company must have an Estonian address. Is kept by the private limited company’s management board. If other shareholders have a pre-emptive purchase right, a shareholder selling its share must present the sales contract to the management board so that the management board can inform other shareholders. The notary certifying a sale or pledge of a share will also communicate the transaction to the county court maintaining the register. The management board may assign the list of shareholders to be maintained by the Estonian Central Register of Securities for a fee. In that case transactions with shares are conducted through a securities account opened in a bank. If a company had multiple shareholders and only a sole shareholder remains then the management board must send a notice to that effect to the county court maintaining the register. Only private persons who have an Estonian personal ID code can register an Estonian company online. If you as a legal entity would like to register an Estonian company, please get in touch with us. We will help you with the registration process. The company can be registered by one founder. If you have more than one founder, please get in touch with us. We will help you with the registration process. To register an Estonian company, both the founder and the board member(s) must have an Estonian personal ID code. If the founder and the board member are different persons, both must digitally sign the company registration application. You will be able to download the application after filling out the registration form. Once you have signed the downloaded document, you must upload it to the portal for submission. The management board of an Estonian company can be located outside of Estonia. In this case it is regulated by the law to provide the address of the board and appoint an authorized contact person. You must make sure that the company’s net assets (equity capital) do not decrease below one half of its share capital, and never below the lower limit of share capital set forth in the law. Otherwise the management board must summon the shareholders to decide an involvement of new funds, a merger, a reconstruction or dissolution of the company, etc. In the case of long-term insolvency, the management board must immediately present the court with a bankruptcy petition. Failure to react can bring about proprietary and criminal liability for the management board. The share capital of the company must be at least 2500 euro. The maximum share capital permitted is 25 000 euro. You can register the company without having to deposit the share capital. You can do this later at the bank. And other national and local authorities utilise the Commercial Register’s data through a computer network and they are forbidden from requesting you to submit an excerpt of the Commercial Register (§ 541 (1¹) of the Commercial Code). You do not have to register separately as a person paying income tax, social tax and land tax. Still, you have to register as a person paying value added tax (VAT) if your company’s annual turnover exceeds the lower limit set forth in the law. You can register as a person paying value added tax through the website of the Tax and Customs Board. The name must be limited to the Estonian alphabet and symbols may not be used. Most importantly, the name must be unique and clearly distinguishable from other company names and trademarks previously registered in Estonia. In the case of trademarks, both national and international trademarks valid in Estonia count. In making the decision, the overlap of the proposed activity with the registered trademark classes may be compared. Ready made, company in a paper, that has fulfilled all requirements for legal registration and may be bought by anyone to bypass the lengthy registration or incorporation process. Shelf companies are formed and sold usually by accounting or law firms. Also called a blank check company. Of course, we can provide them, just contact us. However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments. Additional info: Visiting a Public Notary in Estonia or by using a power of attorney. Registration through a notary or with a power of attorney comes at different prices: Additional costs can be added if there is more than one establisher. Can also be used in business, but there are differences compared to a regular company. Requires at least 2 board members. Money can only be used towards the goal set in its charter. By definition, they can’t make a profit, that means you can’t take out the profit as dividends, a non-profit can only pay a salary to its employees. But the advantages are the following, no equity. Then there is also no equity to claim against if the members of the board have not shown a significant degree of negligence in the management of the non-profit organization. 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. It is very important to understand that there are different taxes for the company, and you as a private person. Therefore, you have to keep your personal and company’s money separate, as these are two independent persons: a natural person and a legal person. This also means that it is not considered as double taxation when the company distributes dividends and pays corporate income tax, and when a private person receives dividends and pays personal income tax on that. We will discuss how double taxation works in the following section. Liability is a type of liability arising from a tax relationship that extends to a third party’s legal representative, chief executive officer or asset manager (the addressee of the liability decision) to pay the company’s tax debt. It is an obligation on the part of the corporation, ie the said one presupposes the validity of the tax debt of the company (Supreme Administrative Court decision no. 3-3-1-75-09). Liability proceedings are a sub-category of debt recovery and are not tax assessments. The liability procedure involves an analysis of the circumstances underlying the third party’s liability, which may result in the issuance of a liability decision to the obligated new subject or the termination of the liability procedure due to lack of grounds. It is clear from §§ 96 (1), 40 (1) and 8 (1) of the Taxation Act that the liability of a member of the management board in the recovery of his tax debt is as follows: 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. No. We collect your data and provide it to the banks if agreed so. For opening bank account in Estonian banks, it can’t be done remotely. They have final decision rights. After your Estonian Company is registered, you’ll have a chance to apply for opening a bank account in Estonia they are not obliged to do so. The main argument is the lack of sufficient economic ties with Estonia. But we can hope expected readiness in some selected banks. In Estonia, your company name must be written in the Latin alphabet and preferably without any special characters or symbols. You also need to choose a name that’s unique in Estonia’s company registry and ensure that the name is not protected by trademark. As an Estonian company is an EU company, you’ll also want to check if there are other trademarks that are similar across the continent. The EU is the world’s largest single market and home to more than 500 million consumers, as well as plenty of entrepreneurs, so it’s unlikely that your company name is completely unique. If you have ordered to our company formation package, please contact us and we will check if the name is appropriate. Free of charge. 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: All information, founding documents, statutes, annual reports, court decisions, etc. are publicly available from the e-environment of the business registry. Additional info: This requires, for example, cooperation partners in Estonia, the partnership must also be verifiable (contracts, sales invoices, letters of confirmation), etc. Also, to open an account with an Estonian bank, a board member of the company shall be present in the opening process. But wait a moment, why you need a bank account in Estonia? You can open a bank account in your selected country, in your home country, or use our partners. Just establish a company in Estonia, get your papers legislated, and open a bank account where you want and can do it. Establishing a company in the e-register the contact person needs to be added by the establisher/s. After adding it, the contact person confirms it in the same environment. If the company is founded by a notary, the contact person gives a digitally signed confirmation as a separate document or gives it directly at the place to the notary. If from us have been ordered a company formation service, we will add all data where it will be needed. It is possible to add a new address, such as the one we provide, to an existing company as well. Instructions on how to add or change an address will be included in your order confirmation, which can be downloaded for your convenience. If you encounter any difficulties locating the instructions, please let us know, and we will resend them manually. Please note that the aforementioned instructions apply if the establisher of the company or the owner/s has an Estonian e-residency card or other accepted digital ID solution. If this is not the case, a Power of Attorney or the presence of the individual at an Estonian Public Notary is required. Our company is dedicated to helping our clients navigate these requirements, and we are available to provide assistance with all necessary steps. Please take a closer look at our respective service: However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials. Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process. When establishing a company, the legal address is provided by the founder(s) during the formation process. This address will be officially recorded in the Founding Decision and Articles of Association, and it will also be reflected on the company’s Business Registry Registration Card. For already established companies, the legal address can be updated separately through the Business Register by making an additional registry entry. We provide comprehensive guidance and instructions to ensure this process is carried out smoothly. 24 hours. Once all the necessary information (name of the company, field of activity, founder’s personal details, etc.) is available for us. After ordering and paying, your application will go to the Estonian Commercial Registry. There, within 24 hours (working days), the assistant judge will review the information in your application and make a decision in the founding regulation or in the deficiency order. You will also receive a notice by email. Therefore, you should always use a valid email address when entering your information. The most common reason for obtaining a deficiency resolution is to choose the name of a registered company or a private company that is too similar to a trademark. In that case, an application for amendment of the statement of entry must be filed. A time limit will be set for the rectification of the deficiencies. We recommend that you select the business that you are likely to have the most sales in the first year of operation of the private limited company. It is not prohibited to operate in more than one activity unless it is subject to authorization or notification. The EMTAK code you select when you start a private company cannot be changed later. However, once the annual report has been submitted, the company will become the public EMTAK code with the highest sales turnover. EMTAK is hierarchical in its structure, divided into five levels. The first four levels correspond to NACE, and the fifth level is national, which was created taking into account the peculiarities of the Estonian economy and the corresponding legislation.
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. A contact person will be registered in the Estonian Commercial Registry. A contact person must confirm his will to be a contact person. Either directly in the e-business register or with a digitally signed consent sent to a Public Notary. No. However, you must make a contribution to the share capital at the latest before the dividend is distributed. Single or multiple founders are possible. All founders must log in to the Estonian Commercial Register with an e-residency ID card and provide their signature. A legal entity can reserve a business name for six months. A legal entity can have one business name reservation at a time. A legal entity with the same business name cannot book a second time. When reserving a business name, you must choose the legal form and field of activity for which the business name will be used. The reserved business name can only be used in the selected legal form and field of activity. For a good reason, the reservation can be extended once for three months no later than 5 working days before the original reservation expires. 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: In fact, having a legal address and a contact person residing in Estonia are prerequisites for the establishment of an Estonian company, particularly when the board members are based outside of Estonia. These requirements are compulsory in order to comply with Estonian business laws and regulations. No and yes. Without anyone coming to Estonia, you cannot buy a share or stake. The reason for this is that all relevant transactions must be notarized by Public Notary in Estonia. NB! Although there is one way. Using a stock account. For further details please contact us. Our price is for a company with no debts and no or little business activity. 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. 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 the law, the shareholders shall decide: 1) Reduction or increase of share capital 2) The dissolution, merger, division or transformation of a private limited company 3) Submission of a bankruptcy petition We can help with the terminal liquidation process. Please take a closer look at our respective service: 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: You can use e-Notary in: In the self-service you can: What is the address of the e-notary? If you cannot come to visit an Estonian notary, you cannot visit an e-notary, then the only way to conduct the whole process by power of attorney. The sample power of attorney will be sent to you automatically with the order confirmation. You can add the necessary information there, legalize it and send it back to us. The liquidators shall immediately publish a notice of the liquidation proceedings of the private limited company in the official publication Ametlikud Teadaanded. The notice of liquidation must state that the creditors if they exist, must submit their claims within four months of the publication of the notice. Yes, there is no difference between foreign and local owners liquidating companies in Estonia. The story is that we are offering a faster way, 48 hours, to get rid of your business, but process speed will start to run from the moment when Public Notary has verified documents. However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials. Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process. 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. 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: 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. No, they are two different procedures. A company must first declare bankrupt and then be liquidated. It is included with your subscription confirmation to be automatically downloaded. Please check your email. You can provide various documents to prove your permanent residence, including a lease agreement signed for at least six months, an employment or service contract lasting for at least six months, proof of property ownership in Estonia, invoices in your name for utilities or fuel, evidence from a school or kindergarten if you have minor children, an annual report if you serve on an Estonian company’s board, transportation tickets with clear dates of stay, letters of explanation from people you live with, and other evidence showing your personal ties to Estonia. If you provide an employment contract, a certificate of studying in Estonia, or a certificate of being in Estonian military service, one certificate is enough. However, for other evidence, such as a lease agreement, additional evidence must also be provided along with the lease agreement. They are different options out there, we offer a juridical option. Consent is given in the form of a digital signature in the e-environment of the Estonian Commercial Register. Before that, the person must be added as a contact person for the company being established or already in the respective environment. The signature is given in the digital form. Establishing a company in the e-register the contact person needs to be added by the establisher/s. After adding it, the contact person confirms it in the same environment. If the company is founded by a notary, the contact person gives a digitally signed confirmation as a separate document or gives it directly at the place to the notary. If from us have been ordered a company formation service, we will add all data where it will be needed. No. But they need an Estonian address. Nevertheless, all sole proprietors (FIE) must file an application to be entered into the commercial register before they start operating. Individuals from creative professions working on a freelance basis are subject to the same requirement. There is no need to register separately with the Estonian Tax and Customs Board, as the information about registration will be forwarded automatically. If an e-resident registers as a sole proprietor in Estonia, it is accompanied by a commitment to pay advance payments of social tax 4 times a year. The size of advance payment actually does not depend on the size of income, it is set each year with the state budget. 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. 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 IOSS platform enables suppliers and electronic interfaces that sell imported goods to buyers in the EU to collect, declare, and pay VAT to the relevant tax authorities. This eliminates the need for buyers to pay VAT at the moment the goods are imported into the EU, which was previously required for goods valued over 22 EUR. The IOSS provides several advantages to sellers, including simplified VAT collection, declaration, and payment procedures for distance sales of imported goods to buyers in the EU. The IOSS also benefits buyers by charging them at the time of purchase, thereby avoiding any unexpected fees upon delivery. If a seller is not registered in the IOSS, the buyer must pay VAT and potentially a customs clearance fee charged by the transporter. Please take a closer look at our respective service: The EORI code is specific to the country where the company is established and is required for customs clearance procedures. For instance, if an Estonian company imports goods directly to Germany, it is still required to obtain an EORI number in Estonia, as this is where the company is registered. This ensures compliance with the EU’s customs regulations and facilitates the efficient movement of goods across borders. The validity or invalidity of an EORI number can be checked by visiting the “Confirmation of EORI Number“. In cases where the concerned person has authorized the disclosure of their information, it is possible to conduct a search for the name and address of the company or individual associated with that EORI number. However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments. Additional info: It is essential for the Estonian Tax and Customs Board that the content of authorization would be understandable and the person granting the authorization and the authorized person would be identifiable. The main and also the most convenient and practical way to transfer the right of representation is to do it through a suitable digital identification channel. These are Mobile ID, Estonian ID, e-resident ID, and Smart ID. European Union country ID cards are also suitable. It is important to have the right to log in to the systems of the Estonian state. If necessary, other less convenient and more expensive methods can also be used: power of attorney, lawyer’s client agreement, etc. Additional info: 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. required by numerous service providers (such as Google, and LinkedIn, among others) as they do not recognize virtual numbers within several of their control systems. Of course, there is such a solution. In case there are difficulties logging into the client’s environment or there is no need for it. We use STRIPE payment links, which are personal for each service, as well as the Paypal QR payment link, where you can determine the amount to be paid according to the desired service. Paypal payment QR link: 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. 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. Kindly click here to access the most recent pricing information. However, it should be noted that legal statuses are subject to change over time. Therefore, it is imperative to remain vigilant and keep abreast of any such developments. Additional info:
The number of board members is not limited. Founders can be both natural and legal persons. 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: All information, founding documents, statutes, annual reports, court decisions, etc. are publicly available from the e-environment of the business registry. Additional info: However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials. Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process. This can be defined in the memorandum and articles of association. Together with the already predetermined option set based on EMTAK. We will draw up an establishing contract and articles of association. The Estonian Classification of Economic Activities (EMTAK) is the national version of the international harmonized NACE classification. EMTAK has a hierarchical structure, being divided into five levels. The first four levels conform to the NACE structure and the fifth level is the national level, established according to the specifics of the Estonian economy and the relevant legislation. Additional info: However, it should not be the only source of income. The main part or some part must still usually come from subsidies and membership fees. Establishing documents must be verified with Public Notary on site in Estonia or we must have Power of Attorney from you to act on your behalf. 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. 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] [pdf-embedder url=”https://virtualofficeinestonia.com/wp-content/uploads/2020/10/The-Manual-for-adding-beneficial-owners.pdf” title=”The Manual for adding beneficial owners”] [/sociallocker] A natural person is a resident if one of the following conditions is met: Taxation requirements also apply according to residency status. Corporate tax status is determined by where the turnover is generated, where the profits are distributed, and where the employee is resident in the country. [sonaar_audioplayer albums=”8609″ artwork_id=”” hide_artwork=”false” show_playlist=”false” show_track_market=”false” show_album_market=”false” hide_timeline=”false”][/sonaar_audioplayer] Estonia invites anyone in the world to apply for e-Residency, as long as: E-Residency is particularly well-suited for many freelancers, consultants, digital nomads, solo entrepreneurs and other digital entrepreneurs interested in establishing a digital services company they can manage from anywhere. The purchase and sale of cryptocurrencies may be subject to anti-money laundering regulations. Therefore, attention must be paid to § 70 (1) 4) and (5) and § 71 of the Money Laundering and Terrorist Financing Prevention Act (RahaPTS), according to which the corresponding activity license must be applied for from the FIU. An application for an activity license can be submitted to the register of economic activities, which can be accessed either through the www.eesti.ee portal or from the MTR website https://mtr.mkm.ee. The state fee for applying for an activity license is 3,300 euros. Pursuant to § 71 of the Money Laundering Act, the FIU shall resolve an application for an activity license within 60 days as of the date of submission of the application. Upon the decision of the Financial Intelligence Unit, the term for granting an activity license may be extended up to 120 days. Services may not be provided before permission has been obtained. A person who holds an activity license of the Financial Supervision Authority does not have an obligation under another law to apply for an activity license of the Financial Supervision Authority, an activity license of a financial supervision authority of a Contracting State of the European Economic Area. The services specified in subsection 70 (1) within the group. As a general rule, the bank asks for a certified copy of the shareholder’s and director’s passport (beneficial owner), as well as recent proof of residence which, must be less than three months old. However, the full scope of documents depends on the bank, and on the particulars of each case. If the client goes to the bank in person to open the account, a certified copy of the passport is not required. Disclaimer: It is included with your order confirmation to be automatically downloaded. Please check your email. The contract, if related to the service, will be sent automatically with the order confirmation. You will then need to download and sign it, preferably digitally, and send it back to us. As stated in our Terms of Service, this must be done before the new period begins. Once this deadline has passed, it can be done before the end of the next period. 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. 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. 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. Digital identity card or Digi-ID is an ID card like a smart card, that you can use for authentication of the holder and giving digital signatures in an electronic environment. Also, encryption functionality is supported. You can apply for Digi-ID if you are: Video: 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.
Accounting (14)
The Estonian Commercial Code states that it needs to be raised.
The information you need to provide in the annual report depends on the size of the company.
Regarding the Estonian accounting law we accept the source documents in Estonian and English language.
An annual report is the company’s financial statement of the past financial year.
Basic annual report
The law establishes what data must be present on the invoice so that it complies with the Estonian Accounting Legislation.
Legislation states that only business-related expenses can be included in the company’s reporting. Non-related expenses are treated as non-purpose based on the Estonian Accounting legislation and are taxed with an additional preferential tax.
In most cases, the financial year is the same as the calendar year in which case the deadline is the last day of June.
No, you don’t.
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.
We are able to provide accounting services for previous periods upon request.
Address service (10)
As a physical or juridical person, the utilization of an address is essential for various reasons.
This will be provided upon order or subscription renewal.
We have two addresses that we offer, both are in the city center, in prime locations, in Tallinn, European Union.
When changing company data in the business register, a state fee must be paid for the actions.
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.
The company’s address in the Business Register should be changed if the legal address has changed or the company no longer has the right to use it.
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.
The level of service provided by our company depends on the specific package ordered by the customer.
Of course.
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.
Annual report (8)
The information you need to provide in the annual report depends on the size of the company.
An annual report is the company’s financial statement of the past financial year.
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.
It has to be prepared in Estonian and in the currency officially applicable in Estonia (EUR).
The court maintaining the register has the right to repeatedly and without warning to punish the undertaking and all persons required to submit the data for failure to submit the report on time.
Upon order and payment services are activated in 24 hours.
If you have an Estonian company then submitting an annual report is required for all companies registered in Estonia even if there is no activity during the financial year.
Apostille (5)
This makes it possible to use these documents in other countries.
Apostille proves the authenticity of the document.
An unofficial document is not certified by a Notary.
Shipping costs will be additional.
Background check (2)
To clarify, this is not a background check related to obtaining an Estonian e-residency.
Upon receipt of your order and payment, we request that you provide us with the necessary data to proceed with the background check.
Company formation (32)
All individuals with an Estonian personal identification code (including e-residents) can open an entrepreneur account.
The Estonian Business Law provides two bases for this.
A) An annual report must be submitted
B) The company’s business name, registry code and location
C) Activities
D) Changing registry data (company address, management board members, etc.)
E) A person’s address
F) The list of shareholders
G) Equity capital level
H) The Tax and Customs Board
The following forms of identification are permissible:
Can be done without but this is our preferred option.
If a company or non profit association is established remotely, no documents will be received on paper immediately.
Apostilled Documents
If the intended activity of the company is not related to Estonia, you will not be able to open a bank account in Estonia.
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.
Upon order and payment services are activated in 24 hours.
The Estonian Economic Activities Classification (EMTAK) is the national version of the internationally harmonized classification NACE Estonia.
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.
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.
Certainly.
Must come by yourself or someone whos is authorized by you.
Company liquitation (16)
The Estonian Commercial Code states that it needs to be raised.
Upon order and payment services are activated in 24 hours.
The usual liquidation process lasts at least half a year.
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.
Contact person (8)
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.
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.
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.
EORI number (4)
The Import One-Stop Shop (IOSS) is an electronic platform available from 1 July 2021 that enables businesses to comply with their VAT e-commerce obligations for distance sales of imported goods.
The 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 following forms of identification are permissible:
An authorization is a collection of rights within the limits of which a representative may act on behalf of the principal.
Estonian SIM card (6)
It is imperative to activate the SIM Card roaming before sending it abroad.
A physical, tangible SIM card is
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 process of charging, or adding credit to an account, is a straightforward and convenient procedure.
There exist various pricing options, with the ultimate determination of such prices being made by the service provider Telia.
Formation of a nonprofit association (8)
The following forms of identification are permissible:
Registration through a Public Notary in place or with a power of attorney comes at different prices:
According to the Non-Profit and Foundations Act, there must be at least two founders.
If a company or non profit association is established remotely, no documents will be received on paper immediately.
Apostilled Documents
Upon order and payment services are activated in 24 hours.
This can be done additionally.
Basically, yes, if the activity is related to the goals of the association.
The foundation cannot be established remotely.
General (55)
Unfortunately, the e-Residency status alone does not include the provision of a physical address in Estonia.
Estonia is NO. 1 most entrepreneurial country in Europe (World Economic Forum) with the world’s most digitally advanced society
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.
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.
Estonian Mobile ID allows people to use a mobile phone as a form of a secure digital ID.
E-Residency enables digital entrepreneurs to start and manage an EU-based company online:
ID-card and Digi-ID are the easiest, most convenient and most secure methods of using Internet banking and other e-services in Estonia.
You need the following to use the ID-card and Digi-ID electronic services:
The availability of services is contingent upon the selected package.