Decide on the form of business
| Private limited company (OÜ) | Public limited company (AS) | Branch of a foreign company | |
| Minimum start-up capital | 2,500 euros The contribution may be monetary or non-monetary. | 25,000 euros The contribution may be monetary or non-monetary. | N/A |
| Financial liability | Shareholders are not personally liable for the company’s obligations (beyond their own contribution) but the company itself has unlimited liability. | Shareholders are not personally liable for the company’s obligations (beyond the shares they themselves hold) but the company itself has unlimited liability. | The foreign company is liable for the obligations arising from the branch’s activity. |
| Management board | The management board may consist of one member (director, CEO) or more members. A management board member does not have to be a shareholder. A management board member may not also be a supervisory board member. | The foreign company must appoint director(s) for the branch. | |
| Supervisory board | The OÜ must have a supervisory board, if the articles of association so specify. | The supervisory board shall have at least three members. A supervisory board member does not have to be a shareholder. Members of the supervisory board may under no circumstance be members of the management board, the procurator or any other person authorized to act on behalf of the public limited company. | Not required |
| Legal reserve | The legal reserve may not be less than 1/10 of the share capital, if a legal reserve is required in the articles of association. At least 1/20 of the net profit must be transferred to the reserve capital each financial year. Upon reaching the appointed size, the reserve fund shall cease to be increased from net profit. | The size of the legal reserve is specified in the articles of association and it may not be less than 1/10 of the share capital. At least 1/20 of the net profit must be transferred to the reserve capital each financial year. Upon reaching the appointed size, the reserve fund shall cease to be increased from net profit. | Not required |
| Annual report | An annual report approved by the shareholders must be filed with the Commercial Register. | An annual report approved by the general meeting must be filed with the Commercial Register. | An annual report approved by the general meeting must be filed with the Commercial Register. |
Additional information:
Riigi Teataja
Estonian Central Register of Securities
Gateway to eEstonia
Specify the principal areas of activity
In selecting the company’s area of activity, you must pick from the areas of activity listed in the Estonian Classification of Areas of Economic Activity (Estonian abbreviation: EMTAK) and report the area of activity to the Commercial Register.
Choose a distinct business name
Choose a business name that is in conformity with the company’s area of activity and form of business and which can be distinguished from competitors. The court that maintains the register makes the final decision on the distinguishability and suitability of the business name. A name’s availability can be checked through the Commercial Register information system.
Consider registering trademarks
Every company has the right to register trademarks to their name. The most important is that the trademark should be different and distinct from trademarks in other fields and thus it is advisable to check whether protection has not already been filed for the trademarks. This can be done in the Patent Office’s electronic database.
Estonian company registration portal is the fastest in the world
There are two options for registering a company in the Commercial Register: Electronic registration in the e-Commercial Register site (approx. 15 minutes to one day) or through a notary public (2-3 days).
The Company Registration Portal can be used to register private limited companies, general partnerships and limited partnerships and establish a FIE. To register a company electronically, the two following conditions must be met: the contribution of basic capital is monetary and you pay the share capital as well as the state fee electronically via the Company Registration Portal; and all of the persons related to the foundation can digitally sign the foundation documents.
Unlike other forms, the commercial association and public limited company can be founded only at a notary. The company must be founded at a notary in the following cases: the contribution of the company’s share capital is not monetary but rather a monetarily appraisable thing or proprietary right to be transferred to the private limited company and/or the founders cannot sign the foundation documents digitally. The contribution of share capital must be paid along with the state fee, and then, the following documents are to be submitted to the Commercial Register: foundation agreement, articles of association, application, telecommunication numbers, bank document certifying that the contribution of capital has been made and certificate regarding payment of state fees.
Fastest Time To Register A Private Limited Company Via The Internet
Consider registering trademarks
Every company has the right to register trademarks to their name. The most important is that the trademark should be different and distinct from trademarks in other fields and thus it is advisable to check whether protection has not already been filed for the trademarks. This can be done in the Patent Office’s electronic database.
Find out about how the domain name can be used and register a domain
Registering a domain name is an optional step and should be done if your company plans to have a website.
Consider registering as a VAT taxpayer straight away
If the taxable annual turnover of your company exceeds 16,000 euros (not including turnover from transfer of fixed assets and supply taxable at 0% VAT rate), you are required to register the company with the Tax and Customs Board as a VAT payer (file the application within three business days). Even if supply is taxable at 0%, sales within the EU and provision of service to taxpayers in other Member States is counted toward the registration obligation.
Even if turnover is lower, it can still be beneficial to register a company as a VAT taxpayer if the company buys costly PPE or raw materials for producing goods or providing services: registration allows the company, on certain conditions, to get back from the state the input VAT paid on goods and services it buys.
Register employees with the Estonian Tax and Customs Board
Employers are required to register all employees before starting work. Data can be filed in four different ways: using entering information or uploading special file to e-Tax Board/e-Customs, via X-road, via telephone or SMS.
Read also: Doing Business in Estonia
