The process for starting a company in Estonia includes various actions such as the drafting of the articles of association, as well as the drafting of other documents that include specimen signatures, passport copies and special forms provided by the company registration office.
It is important to keep in mind that the company formation in Estonia requires that the procedures must be performed through a public notary. Setting up a company in Estonia requires also setting up a bank account, hiring a local accountant and finding a registered office in Estonia. If you have opened a company in Estonia or you intend to, you might find useful our tax calculator, a tool which shows you the amounts you have to pay as corporate tax, dividedn tax and VAT in Estonia.
Types of Companies in Estonia
Osaühing (OÜ - private limited company). At least one member is necessary in order to start the Private Limited Company in Estonia and a minimum share capital of 40.000 EEK divided into shares (with a minimum value of 155 EUR per share). The shares of this type of business established in Estonia cannot be freely trade to the public unlike the shares of the public limited liability companies. The contribution of each shareholder is deciding the liability of each member.
A Public limited liability company in Estonia(Aktsiaselts-AS) is the most popular form for medium and large sized companies who can provide a minimum share capital of at least 40.000 EEK. The shares of such company can be freely traded to the public by registering it at the Stock Market.
At least two individuals or corporate bodies can be united under the same economic purposes after they sign an agreement. This form of Estonian business is called General Partnership. For this business, no minimum capital is necessary and all the partners have full liability and can equally take all the management decisions. The profits are shared between the partners.
In an Estonian Limited Liability Partnership, the liability can be limited (in case of a silent partner) or can be unlimited (in case of a general partner). Just like in the case of the general partnership, there is no requirement for a minimum capital. Only the general partner can be manager of this type of entity.
In Estonia is also possible to open a business where the owner doesn’t need to deliver a minimum share capital and whose liability is unlimited on the company’s debts and profits. This is the Sole Proprietorship.
The Private Limited Liability Company is the most chosen form of company by which investors prefer to operate in Estonia and the incorporation procedure for this type of company is not difficult, due to an online platform established by the Estonian state.
An investor may also choose to open a Shelf Company in Estonia, as the business is already registered and, by a power of attorney, the new owner can immediately begin operation.
Also, if you are interested in setting up a company in another European country, for example in Ireland, our partner law firm can provide you with assistance.
Incorporation Procedure in Estonia
The first actions an entrepreneur must take in order to start a business in Estonia is checking the e uniqueness of the proposed company name(done online) and deposit the initial capital in a bank account. Due to these actions, the applicant will receive a certificate of name reservation and one certificate of deposit.
After that, the applicant must submit online the registration application to the Estonian Commercial Register. In order to do that, the representatives must deliver an application no later than one year from drafting the Memorandum of Association within a year of concluding the memorandum of association. If the answer is positive, the registrar will issue a certificate eo registration necessary in order to register at the National Tax Board for VAT application.
The last step is registering an Estonian company with the Central Sick Fund of Estonia for health insurance. All the new employees must be registered within one week of their employment.
Economy Overview in Estonia
Foreign investors find Estonia quite attractive as far as company formation in Estonia is concerned. Moreover, the Estonian government encourages foreign investors to come and set up company in Estonia through incentives and a friendly business environment. In addition to that, it offers liberal trade, a balanced budget and favorable legislation for starting a company in Estonia.
The Estonian economy brought Estonia on the 25th place as far as the ease of starting business by The World Bank Group is regarded. Foreign investors play an important role for the economy of Estonia, especially through investments in fields like telecommunications and banking. Also, due to its location, Estonia developed important relationships with countries like Finland and Russia in terms of international trading.
Company Management in Estonia
Each entrepreneur developing a businesses in Estonia must conduct a proper company management, which is an important practice for ensuring that the company complies with all existing laws, regulations and business practices.
Companyincorporationestonia.com is a part of Bridgewest.eu, an international network which has affiliated partners throughout the world, including Dutch lawyers and Estonian lawyers who can provide local legal assistance to foreign investors, and also company formation specialists in countries like Luxembourg, Hungary or Slovakia who can handle all needed legal procedures when opening a company in the related country. Also, if you are interested in starting a business in an Asian country, such as Thailand or Malaysia, our consultants can handle the company formation procedure for you.
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