Company registration
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How to register a business
Ways of work
There are 3 main ways how you can register a business in Estonia – just choose what fits you better.
In person with a notary
The cost includes:
- State fee
- Legal address and contact person for one year
- Notary services
- Document preparation services
The steps to registering a company in Estonia:
- Fill out the registration form
- Provide your personal data and copies of documents
- After receiving all the necessary documentation, we will prepare the documents for the notary and set the time and date for your appointment.
- You will need to be present at the notary at the appointed time and date.
By proxy with the power of attorney
The cost includes:
- State fee
- Legal address and contact person for one year
- Notary services
- Document preparation services
The cost does NOT include the cost of drawing up the power of attorney in your country of residence, mailing to Estonia, and actions with the power of attorney in Estonia.
The most time-consuming is the drawing up of the power of attorney in the country of residence, notarizing it and mailing the original documents to Estonia, as well as the process of translating the document into the official language and notarizing the translation in Estonia.
With an e-Residency card
The cost includes:
- State fee
- Legal address and contact person for one year
- Document preparation services and registration itself
With this registration method, you will get your company set up within five working days from the moment we receive all the necessary information.
The registration of the company must be paid for in advance (50%) via bank transfer or in cash. The rest of the amount is paid after receiving the B-card from the e-Business Register.
An important advantage to choosing us is the fact that our company is a licensed provider of such services as company registration, provision of a legal address and a contact person. Our license number – FIU000300.
What should I know before start
Prerequisites
Before registering your business, it is necessary to determine which organizational and legal form of business is best suited to your company. There are several organizational and legal forms of business entities in Estonia:
- Private limited company (OÜ). This entity type is suitable for small or medium-sized businesses with an authorized capital of at least 2500 euros.
- Joint-stock company. This entity type is suitable for large businesses with an authorized capital of more than 2500 euros.
- Non-profit organization (MTÜ). This entity type is suitable for charity foundations or other types of non-profits.
Company Registration in Estonia - What You Need to Know
If you’re thinking of starting a business in Estonia, registering your company is an essential first step. However, there are several aspects of the registration process that you need to be aware of. In this article, we’ll take a closer look at some of the key considerations for company formation in Estonia.
Financial Year
The financial year for Estonian companies typically runs from 1 January to 31 December. However, some companies may have a different financial year due to their seasonal activities. It’s crucial to know your company’s financial year and the deadlines for submitting annual reports and other important documents to avoid noncompliance.
Share Capital
Since 2023, there are no minimum capital requirements for companies in Estonia. When establishing a company, if you make an immediate capital contribution, you need to contribute the exact amount specified in the application for registration. If you plan to make a non-monetary contribution, you must contact a notary to complete the registration process. Before submitting your application, ensure that the founders of the company pay in full their shares in proportion to their share, and board members verify that these payments have been made. Mistakes in providing correct data to the Estonian Commercial Register can carry serious consequences.
Reserve Capital
The reserve capital is no longer mandatory for private companies. Unless you have a good reason to have a reserve capital, it is recommended not to have one. In the case of a new company, verify that the articles of association do not have capital reserves. If you have an existing company, ensure that your articles of association do not change, and that you do not cancel reserve capital. Otherwise, available reserve capital may be subject to write-off from the balance sheet.
Incorporation Costs
When it comes to the costs of incorporation, you have two options: bear them according to the nominal value of the share or have the limited liability company bear them. It is recommended that the limited liability company bears the costs so that the shareholder can return the state duty paid to them free of charge from the company’s bank account. If the company is established in the register of electronic enterprises, the state duty in 2022 is EUR 265.
Tax Register and Statutory Capital
Contributions to the statutory capital are registered in the tax register. Ensure the contribution you make to the statutory capital of the company created in the e-register through the business portal goes to the current account of the Ministry of Finance. Request to have the deposit back within one year of its entry in the register; otherwise, it remains in the state’s income.
Contribution of Share Capital for Existing Companies
If a limited liability company was initially established without a direct share capital contribution, you need to submit an application through the e-register portal to remove the entries relating to registration.
Final Thoughts
These are some of the main things you need to keep in mind when registering a company in Estonia. Ensuring you understand these requirements and comply with them can save you a lot of time, money and potential legal issues.
If you have any questions, you can refer to the official website of the Estonian e-Business Register for more information.
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