The Estonian statistics show that last year over 130,000 private limited liability companies were entered into the commercial register, this being a type of company that seems to remain the one preferred by investors in Estonia.
The first step in order to register a limited liability company in Estonia consists of choosing the name for the business. The name must be in the Estonian language or Latin and can not contain characters that are not in the Estonian alphabet. The name must be different from the names of firms that have entered in the register of companies APLRS.
The shareholders must then register the office and the business address of the company in order to receive the mail business. Title companies can be at home, as long as you live in a multi-apartment house, in the context of quiet activity which does not disturb the neighbors.
Limited liability company registration in Estonia in 2024
In order to register a limited liability company in Estonia, the investors must also deposit the minimum share capital, in the amount of EUR 2,500. The share capital may be in cash or real estate, movable assets, property rights and other goods in the limit provided by the law.
The shareholders must also draw up the Articles of Association and the Memorandum of Association in which it is described the company’s objective, the domain of activity, the shares owned by each shareholder and other important information which establishes the company’s activity.
An important phase in order to register a limited liability company in Estonia consists in the registration with the Estonian Commercial Register. This task can be fulfilled online and there must be paid in advance certain fees. There are certain documents which must be enclosed: the Memorandum of Association, the Articles of Association, the certificate issued by the bank for the deposit of the share capital, personal identification data for the shareholders, a notarized expression of each member of the member board, information about the main activity of the company, other relevant documents or information provided by the law.
By this registration, the company is automatically registered with the National Social Insurance Board. In this sense, the compulsory scheme for health insurance obliges the employer to pay a social tax of 33% of the taxable amount, calculated in accordance to the wage earned by each employee. Salaries, fees for personal services, and directors' fees are all considered employment income and are taxed on a gross basis. Fringe benefits are often solely taxed at the employer level and are excluded from an employee's gross income. Foreign-sourced employment income for residents is free from Estonian income tax if various conditions are met. For this purpose, we invite you to use our accounting services in Estonia.
You can also find how to register a limited liability company in Estonia from the scheme below:
Other requirements for companies in Estonia
The company must also register with the Register of Economic Activities when the company’s activity is directed to certain operations provided by the law. In addition to this, special permits and licenses apply according to the business field in which the company will activate. One example is the Estonia cryptocurrency license.
Another aspect of the registration of a limited liability company in Estonia in 2024 is the compliance for VAT payment. Thus, any company with an annual turnover exceeding EUR 16,000, excluding import of goods, must register for VAT purpose. VAT-registered companies can also apply for EORI numbers in Estonia.
We invite you to watch a video about limited liability companies in Estonia:
Why choose to open a limited liability company in Estonia in 2024?
The Estonian limited liability company is one of the most versatile business forms than be employed to create a company at the level of 2024. It has very simple registration requirements and it can be used for numerous purposes.
Those interested in expadning the operations of their foreign-based activities in 2024 in Estonia can choose the limited liability company as a vehicle. Apart from being very easy to create, this business form is quite popular all over the world.
Estonia is one of the most sought investment destinations in Europe and those who want to create their own businesses here in 2024 can decide on limited liability companies as a starting point.
Changes in the legislation
A number of amendments to the Estonian Commercial Code will go into effect in 2024, further streamlining the process of forming a corporation in Estonia. The three most significant ones are highlighted in this article. The minimum share capital required by Estonian legislation for a private limited corporation, or OU, is 2,500 euros. Starting with 2023, the minimum share capital will be 1 euro.
The Foreign Investment Reliability Assessment Act was passed by the Estonian Parliament and went into effect on September 1st, 2023. The Act's main goal is to scrutinize non-EU investors' direct and indirect investments in strategically significant and delicate areas of Estonia. The Act helps Regulation (EU) 2019/452 on the screening of foreign direct investments (FDI) to be implemented more effectively. Before being approved by the Estonian Consumer Protection and Technical Regulatory Authority, a transaction covered by the country's foreign direct investment regulations cannot be finalized.
Estonia has now caught up to nations like Latvia, Finland, and Germany, which have had a foreign investment review procedure in place for a number of years, with the implementation of the FDI system.
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