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Commercial offer for company registration

In estonia

General Information

Estonia today remains one of the most popular jurisdictions in Europe for entrepreneurship. This is due to both the peculiarity of its territorial location and the country’s progressive digitalisation: Estonia was one of the first countries to introduce an electronic digital signature system for its residents, which simplified and automated all processes between individuals/legal entities and the state.

For those who do not have an electronic signature but would like to do business in Estonia, the state offers E-residency.

Advantages of doing business in Estonia:

  1. 0% income tax
  2. No requirement to deposit Authorised Capital upon registration.
  3. Low costs of maintaining a company.
  4. Access to EU markets.
  5. Simplicity and transparency of work – no red tape.

6. All procedures related to the financial and economic activities of the company can be carried out online:

  • Document flow;
  • Interaction with state institutions;
  • Obtaining permits and licences;
  • Submission of reports;
  • Opening a current account;
  • Payment of taxes and duties;

The main organisational and legal forms of companies available for registration in Estonia:

  • OÜ

    • Share (authorised) capital – 2500 euros, contributed at the discretion of the founders;
    • Minimum number of founders – 1;
    • The founder of the company (Shareholder) is not personally liable for the obligations of the limited liability partnership;
    • as long as the contribution to the authorised capital has not been made, the shareholder is liable for the obligations of the limited liability partnership to the extent of the unpaid contribution;
    • The management of the partnership is the responsibility of the Management Board of OÜ. There must be at least one member of the Management Board. The highest management body of the partnership is the shareholders’ meeting. The member of the management board can be either the shareholder himself or a third person appointed by the shareholder. A member of the management board fulfils 100% of the management function in the company, has the right to act on behalf of the legal entity, represent the company in all state institutions (like a director in an LLC).
    • Information on founders, board members and beneficiaries is entered in the Register. The information is public.

  • AS

  • A joint-stock company is a form of business activity with a capital of at least 25,000 euros, which must have a multi-level management structure.

    • The authorised capital is 25,000 euros.
    • The shareholder is not personally liable for the obligations of the joint stock company.
    • The highest governing body of the joint stock company is the General Meeting of Shareholders.

    The joint stock company must have a management board and a council.

  • FIE

    • There is no authorised capital;
    • Minimum number of founders – 1;
    • FL is liable for its obligations with all its property;
    • No management bodies;

The most common forms of entrepreneurial activity in Estonia are the natural person entrepreneur (FIE), limited liability partnership (LLP, Est. OÜ) and joint stock company (AS, Est. AS).

OÜ registration is possible in three ways:

Via e-resident card

If you have an Estonian e-resident card, the company registration procedure is online and takes no more than 1.5 hours.
Confirmation of registration by the state register takes 1 day.

If the card is not yet available, it can be obtained by filling in forms and submitting an application.
Application processing time is up to 30 days.

Required documents for obtaining the card:

  • Scan of passport;
  • Photo in electronic form. Requirements to the photo file: .jpg, .jpeg size from 1.0 MB to 5.0 MB. Minimum resolution in pixels 1300×1600;
  • CV
  • Description of planned activities in Estonia.

Through a notary with personal presence

If you are able to come on your own to visit the notary, we will prepare all the necessary documents for you and book a time at the notary.
The term of company registration through a notary takes up to 5 days (the term of appearance of the company in the Register).

Through a notary without personal presence (by power of attorney)

If you are unable to attend the notary in person, you can organise registration through a representative (by power of attorney).
The term of company registration through a notary takes up to 5 days (the term of appearance of the company in the register).

Documents required:

  1. Description of the desired company structure;
  2. Scans of passports of the Founders and Board Members;
  3. Completed questionnaires for all participants;
  4. Documents to be handed over to us in the original (in case of company incorporation by power of attorney):
  5. Notarised powers of attorney from the founders in Russian or English (we will prepare the power of attorney form);
  6. Notarised copies of passports of the founders and board members;

Taxation

Income tax – 20%
It is levied on distributed profits of the company (dividend distribution).
The peculiarity of corporate income tax in Estonia is that only distributed profits are taxed. If the profit is reinvested in the company, it is not taxed.
There is also a non-taxable minimum – the amount of non-taxable income depends on the income received (up to 500 EUR per month and up to 6000 EUR per year).

VAT (VAT) – 20% (standard rate)
A company is obliged to register for VAT from the moment its turnover reaches 40,000 euros per year. However, a VAT number can be obtained even without waiting until the required turnover is reached by submitting an application on your own initiative.

Social tax – 33%
Social tax is a tax from which income is used for pension insurance and public health insurance. Social tax is paid by the employer on behalf of the employee and the rate of social tax is 33% of the gross salary of the employee (e.g. in case of a gross salary of EUR 1000, you will pay social tax of EUR 330 on behalf of the employee).

Reporting

Estonian companies that are not VAT registered are obliged to file an annual report starting from the second year after registration (after a full year of existence). If the company is registered as a VAT payer, reporting is done on a monthly basis.

Annual service

1. Legal address and contact person costs
2. legal support of the business
3. Nominal service costs
4. administrative services of a professional agent (annual compliance)
5. Accounting support, preparation and filing of reports

Please complete the contact form for information about this service

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