An Eesti filial (Estonian branch) is not considered a legal entity and its foreign parent company carries all the liabilities for its actions. The nature of the business performed by the branch dictates if it requires a special license or not. Certain companies must notify the Estonian Financial Supervision Authority before opening a branch, such as the investments companies, banks or insurance companies in order to receive licenses.
Other fields that require licenses are: long distance telecommunication, mining, public utilities, pharmaceutical industry, reconstruction of infrastructure, gambling and the production of tobacco and alcohol. The license for this can be obtained from the specific authorities.
The branches established in Estonia don’t need to submit annual audited financial statements, but for the companies from countries not included in the EEA Agreements, is necessary to submit the approved audited financial statements at the Estonian Commercial Registry.
The main regulation that has to be respected by branches before performing any commercial activity it is that it has to be registered in the Estonian Commercial Register.
The necessary documents for performing this are an application (containing the name of the parent company, the type of company, the objectives, the name and address of the managers, the name of the branch and its address, the name of the representative and the decision of opening a branch and appointing a manager), the memorandum of association, the articles of association, the certificate of registration.
The registration of a branch in Estonia can be performed in person or online, on the Commercial Register portal.
After submitting the above documents accompanied by the Estonian translation, the Estonian branch is receiving a certificate of registration with a unique number of incorporation.
This certificate is necessary for applying for the VAT number. For this, a request must be submitted at the National Tax Board.
The last step in registering a branch in Estonia is registering with the Central Sick Fund of Estonia. This process must take place no longer than seven working days after hiring an employee.
If all the documents and requirements are met, the establishment of a branch in Estonia doesn’t take longer than 6 working days.
The management of a branch opened in Estonia must be performed by at least one Estonian resident or a citizen of Switzerland or an EEA country.
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