Registering Company in Estonia - YB Case 2024
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Estonia

Registering Company in Estonia

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You can register a company in Estonia either by visiting our office in person or remotely through the internet.

Features of jurisdiction

Estonia is a small country located in the heart of the Baltic Sea region, a rapidly growing and developing European market. Its advantageous location between the East and the West, along with its business-friendly environment, stable political situation, liberal economic policies, moderate expenses, and ease of doing business, have already attracted numerous international companies and foreign entrepreneurs to Estonia.

  • In-Demand Business Sectors

    Thanks to its geographical location and domestic policies, some of the most popular business sectors in Estonia include IT, tourism, financial and business services, logistics, and fintech.

  • Remote Registration Option

    Remote company registration is permitted in Estonia.

  • Corporate Taxes

    The corporate tax rate in Estonia is 20%, and undistributed company profits are exempt from taxation.

  • Openness to Foreign Investment

    Estonia is open to foreign investments, making it a sought-after country for foreign entrepreneurs to establish businesses.

  • Banking Institutions

    SEB Bank, Swedbank, TALLINNA ÄRIPANGA AS

  • Legal Framework

    Estonia's legal system is based on the continental legal system, similar to other European countries.

Company Registration Process in Estonia

Registering a company in Estonia takes approximately 1 week and involves the following stages:
Initial Consultation
Meeting with YB Case representatives to clarify client details and requirements. Initiating the company incorporation process in Estonia (the initial consultation can be done remotely).
Name Reservation
The company name must be unique and approved by the Commercial Register.
Submission of Company Registration Application in Estonia
Articles of association and the company memorandum are prepared and notarized. The applicant signs all necessary documents, which are then submitted for review by the local regulator (Commercial Register).
Review by Regulatory Authorities of Company Registration Application in Estonia
After receiving all necessary documents, the regulator (Commercial Register) reviews the application and decides on the company's incorporation in Estonia.
Issuance of Certificate of Incorporation
After the company is registered in Estonia, founders receive a certificate of incorporation containing the company's registration number. The next necessary step will be opening a corporate account in Estonia.

Primary prerequisites

  • Minimum share capital requirements depend on the legal form
  • The number of founders depends on the legal form
  • A registered local address is required
  • At least one director (residency recommended)
  • Submission of financial statements once a year
  • Annual general meeting of founders (possible remotely)
Registering Company in Estonia

Registering Company in Estonia

Estonia presents a promising landscape for entrepreneurs seeking to venture into the European market and benefit from its welcoming attitude towards foreign investments. The company registration process in Estonia is overseen by the Commercial Register, and the nation's innovative e-Residency program plays a vital role in facilitating this process. The e-Residency program grants foreign citizens access to a range of digital services offered by local authorities, regardless of their nationality or place of residence.

Benefits of Company Registration in Estonia

Competitive Corporate Tax Rate and Digital Literacy: Estonia actively supports young entrepreneurs by providing a competitive corporate tax rate and fostering a high level of digital literacy, making it an attractive environment for startups and digital businesses.

Barrier-Free Business and Transparent Taxation: Estonia has created conditions for barrier-free business operations, and its transparent taxation system ensures a clear and straightforward process for entrepreneurs.

Developed Digital Infrastructure: Estonia's advanced digital infrastructure facilitates electronic payments within SEPA, making transactions efficient and seamless.

Favorable Political and Economic Situation: Estonia boasts a favorable and predictable political and economic environment, providing a secure foundation for business development.

0% Corporate Tax on Retained or Reinvested Earnings: Estonia's 0% corporate tax rate on undistributed or reinvested earnings is a significant incentive for businesses looking to retain profits for growth.

Startup-Friendly Environment: Estonia is a leading European country for launching startups, offering various support programs, a vibrant entrepreneurial ecosystem, and access to capital.

Welcoming IT and SaaS Entrepreneurs and Remote Company Registration: Estonia warmly welcomes entrepreneurs offering IT services and SaaS services, creating a conducive environment for tech-driven businesses.

Challenges for Foreign Entrepreneurs

Foreign entrepreneurs may encounter certain challenges during the process of registering a company in Estonia. It is essential to be aware of these potential problems and take necessary precautions. Here are some common difficulties:

Opening a Bank Account:
Foreign entrepreneurs, especially those without a physical presence in Estonia, may face challenges in opening a commercial bank account. Banks may have strict requirements and request additional documentation, leading to delays and efforts to meet the bank's criteria.
Authentication and Legalization of Documents:
If the entrepreneur's country is not part of The Hague Apostille Convention, some documents may require a lengthy authentication and legalization process. This can increase the overall time and cost of registration.
Licensing and Regulatory Requirements:
Certain industries may have additional licensing or regulatory requirements that foreign entrepreneurs must comply with during the registration process. Understanding and meeting these requirements is crucial for smooth registration.

Given these potential challenges, seeking professional advice from lawyers, accountants, or business consultants with experience in registering Estonian companies is highly recommended. These experts can guide foreign entrepreneurs through the process, ensure compliance with local regulations, and help overcome any obstacles that may arise. Their expertise can significantly contribute to a smooth and successful registration experience.

Choosing the Right Legal Structure

When registering a company in Estonia, it is extremely important to choose the right legal structure. Estonia's Commercial Code offers five legal forms of organization for registration with the Commercial Register, each catering to different business needs. As a foreigner, you have several options to choose from:

  • Individual Entrepreneur (FIE): The Individual Entrepreneur (FIE) structure presents an ideal option for micro-entrepreneurs and individuals looking to establish businesses in Estonia. This form does not impose a minimum share capital requirement or necessitate the preparation of Articles of Association, streamlining the registration process and reducing initial financial commitments. However, it is essential for prospective FIE owners to be aware of unlimited personal liability for any obligations and the requirement of a local legal address.
  • General Partnership (GP): General partnerships in Estonia are suitable for multiple partners with a common goal. Estonian GPs are crucial in identifying promising startups and early-stage companies for nurturing their growth.
  • Limited Partnership (LP): Limited Partnerships in Estonia are investors who provide capital to venture capital funds managed by the General Partners. LPs typically do not participate in the fund's day-to-day operations or investment decision-making.
  • Private Limited Company (OÜ): A Private Limited Company is one of the most popular structures, an OÜ requires a minimum share capital of 2500 EUR, divided into shares of at least 6 EUR each. It must have at least 1 director and 1 shareholder, with no residency requirements. The Articles of Association play a crucial role in OÜ registration, and the management board must hold annual meetings, which can be conducted outside the country.
  • Public Limited Company (AS): Suitable for larger enterprises, an AS allows the issuance and offering of shares to the public and potential listing on the stock market. Unlike other structures with electronic registration, an AS must be registered notarially. For an AS, the minimum share capital required is 25,000 EUR, with 1 director and 1 shareholder, and no residency requirements. Additionally, appointing an auditor is mandatory to verify financial statements and provide independent reports to shareholders periodically, following the law and financial reporting rules.

Foreign entrepreneurs can also set up an Estonian branch or register a subsidiary in Estonia. A branch does not function as an independent legal entity; therefore, the parent organization assumes responsibility for its activities. However, it must be registered in the Commercial Register and fulfill specific obligations to the tax authorities.

Before proceeding with the registration of a subsidiary, you must determine what type of legal entity suits your business goals. The Commercial Code allows for various types of subsidiaries, including private and public companies, general partnerships, and LLPs.

Estonia's E-Residency Program

The E-Residency program offers a way for non-residents to obtain an E-Residency card, granting them various benefits:

  • Open a company in Estonia without visiting the country.
  • Access online banking and make online payments.
  • Sign contracts and certify documents regardless of their current location.
  • Fulfill tax obligations without the need to visit the country.

The application for E-Residency is submitted online, requiring copies of identification documents, a passport, and a statement explaining the reasons for obtaining the E-Residency card. The process typically takes approximately 4 to 6 weeks from the time of application submission. Once approved, entrepreneurs receive a digital identification card, granting them the advantages of E-Residency in Estonia.

How to Pay Taxes in Estonia

Estonia's convenient and transparent taxation system is one of the key factors that attract foreign businessmen to the country. However, non-residents should be aware of some important features of the taxation system to conduct their activities flawlessly and legally. Here are some of the main tax rules that apply to non-residents of Estonia:

Estonia boasts a standard corporate tax rate of 20%, but the real advantage lies in the exemption of undistributed profits from taxation. This results in an effective zero corporate tax rate for businesses, applicable to both active and passive income, including dividends and capital gains from asset sales. Resident companies and non-resident companies' permanent establishments registered in Estonia can benefit from this tax regime.

Estonia levies a flat 20% personal income tax rate.

The social tax rate in Estonia is 33%, comprising 20% for social insurance contributions and 13% for medical insurance contributions. Employers are responsible for paying this tax on top of employees' gross salary.

The standard VAT rate is 20%, applying to goods and services not eligible for reduced rates or exemptions. Additionally, Estonia offers a reduced VAT rate of 9% for specific goods, such as medicinal products.

Other Specific Taxes:
Depending on the industry, additional taxes like property tax, customs duties, and excise taxes may apply. Companies with an annual turnover exceeding 40,000 EUR must register as VAT payers.

It is vital for non-residents conducting business in Estonia to have a comprehensive understanding of these tax rules to ensure compliance with local regulations and optimize their tax liabilities. Seeking professional advice from tax experts or consultants with knowledge of Estonian tax laws can be beneficial for navigating the complexities of the taxation system and ensuring a smooth and successful business operation in the country.

How to Open a Bank Account in Estonia

Estonia has tightened the requirements for non-resident entrepreneurs seeking to open bank accounts in the country in an effort to combat money laundering, tax evasion, and fraudulent activities. These requirements are part of the country's commitment to maintaining a transparent and responsible financial environment. Foreign entrepreneurs looking to open bank accounts in Estonia should be prepared to meet the following criteria:

  • The company must have a registered office address in Estonia and actively conduct business within the country.
  • The company must appoint at least one local director who is a resident of Estonia. Depending on the size and nature of the business, additional local staff may also be required.
  • The company must demonstrate genuine economic activity in Estonia, such as having clients or customers in the country and generating income from domestic operations.
  • The company is required to maintain accurate and up-to-date bookkeeping and accounting records in Estonia, reflecting its financial transactions and operations.
  • The company must comply with all relevant Estonian tax laws and fulfill its tax obligations in the country.

Submitting a comprehensive business plan outlining the proposed activities in Estonia is necessary to demonstrate the genuine intent and viability of the business operations.

The Startup Visa and Residence Permit in Estonia

Estonian temporary residence permits (TRP) for Business and Entrepreneurship and for Investors are designed for business purposes. Moreover, the Estonian Startup Visa is a highly attractive option for innovative entrepreneurs who are not EU citizens but wish to transfer their startup business to Estonia.

The Startup Visa program allows startup founders to obtain an Estonian residence permit, providing access to numerous benefits for a period of one to five years.

To be eligible for the Startup Visa program, the founder of the startup needs to fulfill the main requirements set by the Estonian authorities. These requirements include providing a comprehensive business plan to the relevant department of the Estonian Ministry of Economics. The business plan should cover the following key aspects:

Resume of Applicant and Partners: Detailed information about the applicant and the team members involved in the startup.

General Project Information: This includes the direction of the startup's activities, the amount of capital invested, a business plan for the next five years, and the startup's website.

Detailed Information about the Founder and Team: In-depth information about the founder of the startup and the team members, showcasing their skills, expertise, and contributions to the project.

Information about the Product: This section should include details about the product or service offered by the startup, the stage of readiness, distribution channels, performance metrics, and analysis of competitors.

Video Presentation: A short video presentation of the project in English, no longer than 15 minutes, should be submitted as part of the application.

If the startup is approved by the ministry and receives a verification code, the founder, and all project participants, including their family members, can apply for an Estonian residence permit. This provides them with the opportunity to relocate to Estonia, work on their startup, and take advantage of the benefits offered by the country's innovative and business-friendly ecosystem.

The choice of the TRP type will depend on the business development plans and the level of investment the applicant intends to make in Estonia. Each type of permit has its set of eligibility criteria, required documentation, and application procedures. For detailed information about a specific residence permit, applicants should reach out to the consultants at YB Case, who can provide comprehensive guidance and support throughout the application process.

Conclusion

Estonia stands as an attractive destination for foreign investments, with a legal system aligned with the continental European model. The Company Law is structured in adherence to European traditions and standards, providing a clear framework for governing business operations.

One of Estonia's standout features is its forward-thinking "e-Residency" program, which provides access to a wide array of electronic services and facilitates an expedited company registration process. The country's commitment to digital innovation and a supportive legal framework paves the way for an efficient and prosperous business environment.

For those seeking professional guidance and expertise in the process of company registration in Estonia, specialized experts at YB Case can be a valuable resource.

Frequently Asked Questions
Does Estonia welcome non-residents?
Absolutely, Estonia warmly welcomes non-residents who wish to set up companies on its territory.
How many days does it take to register an Estonian company?
The registration process can take from 1 to 2 up to 5–7 days. If you are staying in Tallinn, you can register a company in 2 days.
What is a rough plan of action for a quick and efficient registration of an Estonian company?
  • Choose the legal structure that works best for your business.
  • Obtain trade name approval.
  • Prepare business plan and founding documents.
  • Register a local legal address.
  • Open a bank account.
  • Address licensing requirements.
  • Register with tax authorities.
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