EE - Who needs to register a business?
If you want to make business activities in Estonia, you need to register your business. There are two ways of doing business in Estonia: operating as an individual proprietor or setting up a company. The most popular is the private limited company. In order to operate in Estonia, persons from foreign countries may in addition register their companies' branches in the Commercial Register or register their permanent establishment with a regional Service Bureau of the Tax and Customs Board.
EE - Purpose of business registration
The area of activity subject to special requirements is an area of economic activity operating in which requires, pursuant to law, registration in the Register of Economic Activities or an activity license as to which it is required to disclose information in the Register of Economic Activities.
EE - Legal basis
Registration in Estonia is carried out pursuant to the requirements of the Commercial Code.
EE - Process flow
When you have settled on a suitable form of business, selected a business name and area of activity, you can begin registering the company.
There are two ways of doing so:
- electronic registration via the e-Commercial Register’s Company Registration Portal
- help off by notary.
1. Electronic registration via the e-Commercial Register's Company Registration Portal
Electronic registration is the most convenient and fastest way to establish a company in Estonia. To enter the e-Commercial Register Company Registration Portal and perform the registration, you will need an ID card or mobile ID and digital signature software. A guideline how to enter to the Company Registration Portal can be found below:
The following steps need to be considered for registration:
- Choose the type of the company to be founded. Information of the forms of businesses can be found at the Estonian State Portal.
- Then there is additional information in connection with the foundation of a company depending on the type of legal entity selected is necessary.
- Preparing a petition for entry is divided into parts as follows: company name, persons in the entry, specifications on the right of representation etc.
A step-by-step recommendation how to register a company online as well as detailed information about how to enter the data can be found on the website of the Centre of Registers and Information Systems.
2. Registering a company through a notary
If you do not have the option of establishing the company electronically or do not wish to do so, you can use the services of a notary. You will have to do so in case if:
- the contribution of the company’s share capital is not monetary but rather a monetarily appraisable thing or proprietary right to be transferred to the private limited company (such as equipment, software etc);
- the founders of the company cannot digitally sign documents.
When registering a business via notary there are special charges to be paid.
EE - Required documents
With the assistance of a notary, prepare and file the following documents with the Commercial Register:
- memorandum of association;
- articles of association;
- information on communications devices;
- bank certificate regarding deposit of share capital;
- certificate regarding payment of state fee
- details of the shareholders
- the Estonian company address
- the personal details of the management board members - names, addresses, and personal ID codes; those without ID codes can provide a date of birth
The notary will prepare the necessary documents for you. The notary’s office will have all of the samples of documents and templates necessary for founding companies.
EE - Responsible Authority
In Estonia, the Ministry of Justice, Court Registry Department, is responsible for business registration.
EE - Charges
The fees depend on the legal type of the company:
- For the entry of a sole proprietor, general partnership or limited partnership in the commercial register a state fee of 12.78 euros shall be paid.
- For the entry of private limited companies, public limited companies, commercial associations or branches of foreign companies in the commercial register a state fee of 140.60 euros and, in the case of entry in the register based on an application for entry by expedited processing, a state fee of 185.34 euros shall be paid.
EE - Deadlines
In the best case, electronic registration will take only a few hours. Registering a company through a notary takes usually 1-2 days.
EE - Link to online service / legal form
The Company Registration Portal is an environment which allows companies to submit documents to the Business Register electronically, without the need to use a notary’s services.
You can register a company electronically only if:
- the contribution of share capital is monetary and you pay the share capital as well as the state fee electronically via the Company Registration Portal;
- all of the persons involved in the foundation of the company are able to digitally sign the incorporation documents;
- the Company Registration Portal can be used to register private limited companies, general partnerships and limited partnerships and establish a FIE;
- it is not possible to establish a commercial association or public limited company by electronic means;
- to register electronically you must enter the information on the founders and the company you are establishing, the business name, generate articles of association from a template, pay the state fee and make the contribution of start-up capital.