Step By Step Guide

Establishing a Company:

https://www.eesti.ee/eng/topics/business/ettevotte_loomine

 

1) Choose the form of your business entity

2) Check the availability of the future c/o name (https://ariregister.rik.ee; rik.info@just.ee)

3) For entering a company in the Commercial Register, the founders must draft a Memorandum of Association, the founders shall also apply an Articles of Association as an annex to Memorandum of Association. The Memorandum of Association must be signed by all founding members and notarised in Estonia or at the Estonian diplomatic representation in a foreign country.

The Memorandum of Association must include the following information:

  • business name, location, address and area of activity of the company;
  • names and residences or seats of the founders;
  • proposed amount of share capital;
  • nominal value and number of shares and, upon of issue of more than one class of shares, their denotation and the rights attaching to the shares and their division among the founders;
  • amount to be paid for the shares, and the time, place and procedure of payment;
  • if a share is paid for by a non-monetary contribution, the item of the non-monetary contribution, its valuation method and value;
  • names, personal identification codes and places of residence of members of the management board, supervisory board, procurator (if appointed) and auditors;
  • assumed amount of foundation expenses and the procedure for payment thereof.

4) Upon foundation, the founders shall open a bank account in the name of the newly founded company into which monetary contributions will be paid in. The required minimum share capital requirement must be paid in before the registration of the company. Contributions may be monetary or non-monetary, but not in the means of service or work provided for the company or any activities of the founders at the foundation of the company. If the non-monetary contribution is at least 25,000 EUR and non-monetary contribution exceeds 1/10 of the share capital or if this kind of company non-monetary contributions in total exceed one half of the share capital, an evaluation is required by an auditor.

5) Registration in the Commercial Register
The Management Board must submit a petition application for the registration in the Commercial Register within six months of concluding the Foundation Agreement. The application must be signed by all members of the board and include the following information to be entered to the Commercial Register:

  • business name of the public limited company;
  • area of activity, location and address of the public limited company;
  • amount of share capital;
  • date of approval of the Articles of Association;
  • names, personal identification codes and residences of the management board;
  • members of the management board entitled to represent the public limited company differently than provided for in subsection 307(1) of the Commercial Code;
  • beginning and end of the financial year;
  • other information provided by law.

The following documents should be enclosed with the application:

  • Memorandum of Association;
  • Articles of Association;
  • a bank notice concerning the payment of share capital;
  • upon payment by a non-monetary contribution, the agreement concerning the transfer of the contribution to the public limited company, documents certifying the value of the contribution and an opinion on the valuation of the non-monetary contribution signed by the auditor;
  • names, personal identification codes and residences of the members of the management board, the supervisory board, and the auditors;
  • specimen signatures of the members of the management board;
  • telecommunication numbers (telephone, fax, etc.);
  • a notice from the register of the Estonian Central register of Securities concerning registration of the shares;
  • other documents provided by law.

In case the founder is a foreign company, an official certificate proving the existence of the company in the country of incorporation is required. This certificate as well as a foundation resolution must be notarised in the foreign country by a public notary, which is legalised by the Ministry of Foreign Affairs of the foreign country and the Estonian Embassy or its diplomatic representative. If there is a translator available in the Estonian Embassy, these documents may be translated in a foreign country and legalised at the Estonian Embassy. In that case, no further legalisation is required in Estonia. However, if there is no acceptable translator available in a foreign country, the documents must be legalised at the Estonian Embassy and sent to Estonia for translation and notarisation.
All documents must be submitted to the Commercial Register in Estonian or with an appended notarised translation. The Foundation Agreement must be signed by all founders or by their notarised proxy. As a rule, the registration process takes up to 2 or 3 days.

Foreign Enterprise Entities
If a foreign commercial undertaking wants to permanently offer goods or services in its own name in Estonia, it should enter its branch in the Commercial Register. In the cases provided by law, a commercial undertaking must obtain a license in order to open a branch (filiaal) in Estonia. All entities not registered in the Commercial Register (e.g. permanent establishments) must be separately registered with the Tax Authorities.

As a branch is not a legal person, the foreign company is liable for the obligations of the branch. The branch of a foreign company is established after its registration in the Commercial Register. To register a branch, the application must contain the same data about the branch and the parent company as for a share company. The application also has to state the country under whose legislation the corporation operates. A foreign company shall appoint a director or directors for the branch. A director must be a natural person with active legal capacity. The residence of at least one director must be in Estonia. A bankrupt or a person who`s right to engage in economic activity has been taken away pursuant to law shall not be a director. If the branch or company conducts banking activities in Estonia it will need a foreign investment license from the Council of the Bank of Estonia.

There must exist separate records for the transactions of the branch, which provide a true and fair basis for determination of the income and expenses attributable to the branch. The branch must generally follow the Estonian Accounting Law, with only minor exceptions stipulated in that law especially for branches (e.g. the branch is not required by law to have a statutory audit performed).

Source: Estonian Investment Agency www.investinestonia.com

 

Registration with expedited procedure

Using the possibilities of the Estonian electronic identification system and digital signature, it is from 2007 possible to register a company electronically with expedited procedure (target within 20 minutes). In the Company Registration Portal Estonian citizens can access the portal by ID-card, Mobil-ID or via bank-link. Portuguese, Finnish and Belgian citizens can access the portal by ID-card and Lithuanian citizens by Mobile-ID.  


More Information about Establishing a Company
Estonian State Portal: https://www.eesti.ee/eng/topics/business/ettevotte_loomine
English translations of Estonian legislation: https://www.riigiteataja.ee/en/
Law Offices: https://www.advokatuur.ee/eng/frontpage