Estonia 103 - Establishing a Business II
Continuing with our intro to Estonia, it is time to learn how to actually set up a company in Estonia.
Regular procedure for Establishing a Company
It is possible to acquire an existing company, but in order to establish a new company, the following steps must be taken:
concluding a notarized memorandum of association to which articles of association are annexed;
opening a bank account in an Estonian credit institution, into which monetary contributions are paid. As a general rule, management board members are required to go to the bank in person for identification purposes. If the articles of association so prescribe, non-monetary contributions may also be used. The valuation of non-monetary contributions must be audited in case of an AS and, in certain instances, in the case of an OÜ;
registering the shares in the Central Register of Securities (not required in case of an OÜ);
submitting documents to the Commercial Register.
E-residents, Portuguese, Finnish, Belgian, Lithuanian and Estonian citizens may establish a company electronically through the Company Registration Portal. Electronic establishment allows utilization of an expedited procedure, whereby an OÜ can be established in just a few hours in the best case or one business day normally.
If you register an OÜ electronically in the Company Registration Portal, you can prepare the articles of association for your company based on the provided template. In that case, notarization of the memorandum of association is not necessary.
A private limited company can be registered electronically only, if:
all persons related to establishment (members of the management board, founding members, etc.) can sign the documents digitally;
the OÜ is established without an immediate share capital contribution or with a monetary contribution made electronically in the course of preparing an application.
Only monetary contributions may be made in the fast-track procedure. An Estonian credit institution may open a bank account via the Company Registration Portal in the name of the company being founded only if the monetary contribution is made through a bank account opened in another Member State of the European Economic Area and the cash stands on the account until the company has been entered in the Commercial Register.
Setting Up a Branch
In order to establish a branch, a notarized application must be filed by the director of the branch. It is not possible to establish a branch electronically.
Additional documents to be filed with the application include a certificate concerning the existence of the company in its home country, a document certifying the authority of the director (e.g. a PoA or a board resolution) and a copy of the articles of association of the company.
Companies and branches are usually registered within five business days from submission of their documents to the Commercial Register. Documents regarding a foreign company establishing a branch or a subsidiary must be officially certified and in most cases apostilled or legalized.
The main costs are notary fees and the state duty. Notary fees for establishing a company depend on the amount of share capital and the number of founders. Notary fees for establishing a branch or OÜ with minimum capital and one founder, are around EUR 30-35. To establish an OÜ, you will have to pay a state fee of 145 euros. If you establish the OÜ electronically under expedited procedure, the state fee will be 190 euros (there are no notary fees).
Commercial Code 1995last edited by
Information posted above is intended as a general guide and does not constitute legal advice.