Открытие компании в Эстонии
Открытие компании в Эстонии

Opening a Company in Estonia

Estonia is a country with one of the most attractive investment climates among European countries. Entrepreneurs from the Russian Federation, the EU, and the former Soviet Union have long appreciated fin-tech's innovative high-tech legislation, zero tax rates, and the opportunities offered by a jurisdiction that is not included in any of the "black" world lists. A company in Estonia, including one founded by non-residents, can trade with partners and sell products in Europe without intermediaries, engage in cryptocurrency business, Blockchain, etc.

The country, which joined the European Union in 2004, has signed double taxation agreements with more than two dozen countries, including the United States and the United Kingdom.

In addition to tax benefits, the company has other advantages in Estonia:
  • you don't need monthly reports — taxable companies submit them once a year;
  • there are no requirements for a mandatory audit — it is carried out only for certain companies (with a turnover of 1.6 million euros, the number of employees from 24, assets from 800 thousand euros, etc.);
  • there are no restrictions on the size of the authorized capital, and it can be formed within a year or even longer;
  • ease of setting up a business and interacting with government agencies — Estonia has an e-Governance system and most formalities are carried out by electronic means;
  • there is only one director in the company's management team, there are no residency requirements for members of the management board (you don't have to be an Estonian citizen), etc.

Tax preferences for businesses in Estonia

The country cannot be classified as a classic offshore haven, but it can become an example of a respectable, legally transparent and at the same time tax-free jurisdiction. Estonian legislation provides for rates of 0% for businesses that have not distributed profits. The zero level is maintained if the company does not conduct business in the jurisdiction, does not sell goods or services to tax residents.
After forming the dividends, they are charged 25%. There is also a zero rate for corporate tax.

Prior to profit sharing, a company in Estonia may:
  • accumulate funds in Estonian bank accounts;
  • reinvest without going beyond the zero tax rate regime;
  • take foreign economic loans — only interest will be taxed, and not the "body" of the loan.
VAT for non-resident legal entities in Estonia is the standard 20%. They are not paid if the company sells goods outside the euro area, so the jurisdiction may be particularly attractive for entrepreneurs from Russia. For organizations that hire an Estonian resident, there is an additional social tax of 33%. It is not charged to non-resident employees working outside the country. Additional charges (excise, customs, land, transport, etc.) are provided only under certain conditions.

Organizational forms of enterprises

Non-residents of Estonia may establish a business in one of the following forms:
  • private company with limited liability — OÜs (analog of Russian LLC companies);
  • private and open joint stock companies — and AS;
  • partnerships in various forms — TU, UU;
  • individual entrepreneurship — FIE.
The first form is most popular among non-residents. It is especially convenient for medium-sized businesses and corporate structures (along with joint-stock companies). OÜs can be founded by a single owner, and they can also join the management board — the presence of Estonian residents in it is not necessary. The company requires from 2.5 thousand euros of authorized capital. They can be deposited in cash to an account opened before registration documents are issued, transferred in the form of property, or transferred electronically when submitting an application. It is not necessary to pay for capital when starting a business, but you will need to do so before distributing dividends.

Company opening procedure

To open a joint-stock company or commercial partnership in the jurisdiction, a Russian or other non-resident must obtain a C-visa for business purposes and come to the country. Electronic registration is available when creating an OÜs or FIE — this is another argument "in their favor".

To use the national Commercial Register portal and open a business, you will need:
  • choose a commercial name that does not contradict Estonian regulations;
  • get a legal address and sign a contract with the person who will be the founders contact in Estonia;
  • issue an ID card or mobile ID for identification and install electronic signature software;
  • enter information about the founders of the company, its name, field of work (including EMTAC codes) in the portal environment and draw up a charter;
  • pay the state fee-depending on the type of organization, from 13 to 145 euros (for an accelerated procedure, the fee increases);
  • if desired, you can make a share capital contribution (this is not necessary).
The procedure takes from 20 minutes to one working day. If the capital is paid in real property or the founders cannot use an electronic signature, it is necessary to register the case with the help of a notary. It will help you draw up and submit a contract, charter, application, bank certificate, and other documents to the register. It will guarantee the legal correctness of the procedure. When notarized, the registration process will take up to 3 days — if all the documents are drawn up correctly.
To successfully complete the accelerated registration of the company, it is necessary to make sure that all prospective founders and members of the management board have a valid ID card with the right to sign (with PIN1 and PIN2 codes), as well as one of the founders has funds in the bank account for the contribution of the authorized capital and payment of state duty (not included in the price), the bank will not exceed the monthly transfer limits.

Registration of a company in a notary office is required if:
  • you can't sign documents with your ID card;
  • do you want to deposit your authorized capital in non-monetary funds;
  • if one or all of the founders/board members of the registered company are non-residents of Estonia.

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Fee Shedule | Estonia

Registration Services

Establishment of a Limited Liability Company OÜ / LLC
Establishment of an individual entrepreneur FIE
Establishment of a limited partnership UÜ
Establishment of a general partnership TÜ
Establishment of the non-profit association MTÜ / NPO
Providing a legal address, receiving and forwarding incoming mail
Virtual office
Provision of a contact person in Estonia
Virtual office

Notarial and Additional Services

OÜ / LLC establishment for EU residents
OÜ / LLC establishment for non-EU residents
+ Legal address service for 1 year
+ Contact person service for 1 year
Ready-Made Company
Notarial transaction
Ready-Made Company
Digitally certified transaction using an ID-card
Accounting services
from €75
Auditing services
from €145

Services for the transformation or liquidation of an enterprise

Enterprise transformation
from €300
Business merger
from €300
Company liquidation
from €300
Change of charter capital
from €120
Registration as a KMKR / VAT payer
from €120
Changes to the business name,
address or articles of association of a company
Making changes to the list of board members

Amounts of State Duties Related to the Establishment and Transformation of Enterprises

Registration OÜ or AS
Registration FIE, UÜ or TÜ
Registration KÜ or MTÜ
Making changes regarding OÜ or AS in the business register
Making changes regarding FIE, UÜ or TÜ in the business register
Making changes regarding KÜ or MTÜ in the business register