To incorporate your OÜ company in Estonia, we require the following:
Details of the shareholders
The registration departments of the county courts maintains the commercial register of companies.
Share Capital for a private limited company must be at least 40,000 EEK (€2500) and if the share capital exceeds 40,000 EEK then the company must have an auditor.
After the entry of the company in the commercial register, the starting account where the share capital has been paid can be transferred into a current account. We will use this account to apply for the company's value added tax identification number.
The Private Limited Company is the most common form of trading company in Estonia and probably the easiest solution for the projects with a small number of owners and employees. This form of a trading company is attractive because of its low requirement of share capital and a relatively easy management system.
A new Private Limited Company incorporation takes about 2 weeks, however ready made companies are available to trade immediately.
The management board is the directing body of the company which represents and directs the companies activities. It can be made up of one or several members and members do not have to be shareholders. At least one half of the management board of the company must be resident in Estonia, any other EEA member country or Switzerland.
An Estonian company name can be in any language but it must be unique, a registered name can be changed upon request and certain names are prohibited by Estonian Company Law.
All Estonian businesses need a registered office in Estonia, where the authorities can send official letters and
It is typically recommended that you visit Estonia to incorporate a new company, as you need to present before the notary in order to sign the notarial deeds and documents. However, is possible to be represented by a power of attorney certified with an Apostille from a foreign notary, we can represent you as founder and/or shareholder before the notary at your request.
In order to incorporate an OÜ company in Estonia the following is required:
Companies must obtain a license in order to open a branch in Estonia from the Commercial Register
It takes up to a month to register a branch, including the time allocated for making the translations and the appropriate entry in the commercial register.
A branch of a foreign company must be established in the presence of an Estonian Notary Public and the deed of establishment must be filed in the Companies Registry. The following documents are required:
An Estonian Osaühing (OÜ) is required to conduct monthly accounting only if the company has a VAT ID or makes regular salary payments. If you are VAT exempt and don’t make regular salary payments, it is sufficient to submit annual reports within six months of the end of the fiscal year.
Audits are mandatory if the registered share capital exceeds €25 000, otherwise it is only required if any two of the below conditions are met:
After you have submitted the company name of your Estonian Osaühing to us approval can be obtained within several hours. Your company name can be in any language and you can carry out a free name check now using our Company Name check service. Once you have confirmed that your chosen name is available you will be provided with a Certificate of Name Reservation.
If the share capital is higher than €25,000 you will need to deposit the initial share capital in an Estonian bank account or otherwise register real estate, movable assets, property rights and other goods to the limit established by the law; once deposited you will receive a Certificate of Deposit.
We then draw up Articles of Association, including the Memorandum of Association, in which is described the company’s type of business, the principle domain of activity and the number, value and type of shares owned by each shareholder. If the share capital is below €25,000 the share capital does not need to be paid up front and it can be established in the Memorandum that the shareholders are not obliged to make pre-payments for the shares - although if any shareholders do not make pre-payments, they will remain liable to the company to the amount of the unpaid share contribution.
With the certificate of Name Reservation, Articles of Association and, if you have one your Certificate of Deposit, we will register your company with the Estonian Trade Register (commonly referred to as the Commercial Register of Estonia). The Register deals with all company registration within Estonia and keeps a database of all companies incorporated within the country.
Once this is complete, the registrar will issue a Certificate of Registration, which is necessary to register for VAT at the National Tax Board. The company must be registered as a VAT payer if the taxable turnover of the company, excluding imports of goods, exceeds €16,000 per calendar year.
If you plan to employ staff within Estonia you will also need to register with the Central Sick Fund of Estonia for employee health insurance. All new employees must be registered within one week of commencing employment and the company will be liable for a social tax of 33% of the employees’ taxable salary, payable monthly.
The general time scale for a full incorporation is less than one week although, as registration for VAT is electronic and registration for health insurance can take place at the same time, incorporation can sometimes be done in less than five days.
1.Estonia has the lowest tax burden in the EU. Income tax is a flat rate 21% but as Estonian companies are only taxed when they actually make a distribution, if a company reinvests profits into the business the company pays zero tax.
2. Estonia provides a stable, climate for investment. Estonian state debt is less than 5% of gross domestic product, the public sector costs are relatively low, and the country benefits from a simple tax system.
3. Many corporate requirements can be managed online. Setting up a business in Estonia is so quick because the Commercial Register can be liaised with electronically. Similarly, companies can declare taxes via the e-tax office in under 10 minutes.
4. New Estonian legislation allows companies to incorporate without forming the share capital. Provided the initial share capital is no less than €2,500 and no more than €25,000, and that the shareholders who do not make pre-payments is mentioned within the Memorandum of Association, the company can form without capital and the individuals who do not make prepayments will remain liable to the company to the amount of their unpaid share contribution.
5. An Estonian Private Limited Company requires minimal infrastructure. Provided the individual is an EU citizen, an Estonian OÜ requires only a single director (at least 50% of the directors must be EU citizens). The single director may also be the single shareholder.
Important Information about Incorporating a Private Limited Company/ OÜ in Estonia
In order to expedite the company formation process, we recommend that you personally visit Estonia. Our staff have over considerable experience incorporating companies in Estonia and we can organise all necessary meetings to ensure that you will only need 24 hours in the country to meet with notaries, lawyers, accountants and banks.
If you do not wish to visit Estonia to open your corporate bank account and sign the Articles of Association in front of the Notary, we can undertake these duties on your behalf by being authorised with a power of attorney, appointing us as your legal representative
An electronic system manages the database of the Estonian Commercial Register. Since the institution has the role to facilitate communication between legal entities and the public, all information is accessible and anyone who desires to search for details on the companies registered with the Commercial Register in Estonia can create a user account and use different criteria for the searching process. Any registered company’s details can be found by entering a registry code that is issued by the Commercial Register of Estonia or by searching under the name of the company.
If a company's primary activity is in a restricted sector then the company must register with the Register of Economic Activities. We will advise if this registration is necessary when we draft your Articles of Association, we can also oversee registration with this body if it is so required.
Shelf companies are available for purchase. We have kept these companies fully maintained and in compliance with local accounting and reporting requirements.