Company registration in Estonia

Two questions sit under an Estonian company: who may be told things on its behalf inside the country, and at what moment its profit becomes taxable. Neither is a formality, and both are settled before anything is signed.

Our other work in the country sits on the Estonia page; the same service in other jurisdictions is listed under company registration.

What the petition carries

• A business name the register will clear, and the field of activity behind it.
• A memorandum of association, or a notarised resolution where there is a single founder.
• Articles naming the share capital, how shares are paid for and the rights attached to them.
• An address in Estonia, because that is where official notices will arrive.
• Evidence that the shares are paid: founders pay in full before the petition is submitted, and a share cannot be denominated below one cent.

The contact person the law asks for

Where the address of the legal person is abroad, a contact person has to be named. Procedural documents and declarations addressed to the company are delivered to that person, and delivery to them counts in law as delivery to the company.

The seat is not open to everyone. Only a notary, an advocate, the owner of a law firm, a sworn auditor, an audit firm, a tax representative of a non-resident or a licensed provider of trust and company services may take it. A term is entered with the name, and when the term runs out the entry is removed automatically.

What the register charges

Two speeds, and what each asks of you

The expedited procedure

Reviewed no later than the next working day, on conditions: everything digitally signed, standard-form articles, contributions in money alone, and a foundation contribution above 50,000 euros deposited to the registrar's account beforehand.

The ordinary procedure

Reviewed within five working days. Amending the petition or adding a document restarts that period from the day of the change, which is why the file goes in complete.

A branch rather than a company

A foreign company may register a branch on the same fee scale. A branch is no separate legal person, and the duty to name a contact person does not reach a foreign company that keeps one here.

The first year, dated

• Income tax at 22% on profit at the moment it is distributed, charged on the amount divided by 0.78.
• Registration as a taxable person once supply in Estonia passes 40,000 euros inside a calendar year.
• An annual report to the register, and the contact person's term watched so that it never lapses unnoticed.

Sources: capital, payment for shares and the one-cent floor — sections 136, 140 and 148 of the Commercial Code; the contact person and the two review periods — sections 24, 41 and 42 of the Commercial Register Act; the fees — section 62 of the Statutory Fees Act; taxation on distribution — sections 4 and 50 of the Income Tax Act; the 40,000-euro line — section 19 of the Value-Added Tax Act.