Our Estonian company formation package includes:
To incorporate your Osaühing (OÜ) company in Estonia, we require the following:
After you have submitted the company name of your Estonian Osaühing to us approval can be obtained within several hours. 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 and the number, value and type of shares held by each shareholder. If the share capital is less than €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).
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 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.
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.
The management board is the directing body of the company which represents and directs the companies activities. At least one half of the management board of the company must be resident in Estonia, any other EEA member country or Switzerland.
If the director resides outside the EEA , Iceland, Liechtenstein, Norway or Switzerland, they must have a legal representative within Europe to accept legal service on behalf of the company. This person will be registered on the company records.
Only one shareholder of any nationality is required. 100% foreign shareholders are permitted in this jurisdiction.
Share Capital for a private limited company should be 40,000 EEK (€2500) and if the share capital exceeds 40,000 EEK then the company must have an auditor.
All Estonian businesses require a registered office in Estonia, where the authorities can send official letters.
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 (TIN)
An Estonian 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:
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.
Shelf companies are available for purchase. We have kept these companies fully maintained and in compliance with local accounting and reporting requirements.