Estonia Private LLC Formation

Estonia Private Limited Liability Company (Osaühing or OÜ) Formation

Starting your business in Estonia is a great choice for digital nomad entrepreneurs and investment projects due to the local remote maintenance administrative tools.

Estonian company incorporation: 2-4 weeks + delivery time for the courier


Minimum share capital: EUR 2500


Overview

Estonia is is a small Eastern European country located in the Baltic Sea Region, having a well-developed connection links with Russia, Nordic markets such as Finland and Sweden as well as with its Baltic neighbours Latvia and Lithuania. Being the European Union member state, Estonia enjoys high levels of investment, financial freedom, and property rights while corporate tax rates remain relatively low. Moreover, Estonian companies and branches of foreign entities are subject to income tax only in respect to all distributed profits, so the CIT is not applied to retained and reinvested profits. 

Moreover, Estonia is known for its user-friendly e-portal environment and its passion for IT-related ventures, allowing to fully interact with all business-related authorities online via fast track electronic systems. The Estonian private limited liability company (Osaühing or OÜ) is the most common form of legal entity and is usually preferred by small and medium-sized businesses. It shall be incorporated by at least 1 founder with a minimum share capital of 2500 EUR. In accordance with Estonian Commercial Law, both natural persons and legal entities are allowed as OÜ shareholders and share capital is allowed not to be paid upon the incorporation if all shareholders are natural persons and share capital amount is less than 25000 EUR. There are also no restrictions with regards to shareholders’ citizenship or residence. The Board shall have at least one member (director), who can be foreign country resident as well. However, if there are no European Union residents within the Board, then local representative is required, who shall be authorized to accept official documents on company’s behalf. 
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Name check + + +
Company incorporation
+ + +
  • Name check with local register and EU trademark databases
  • Preparation of application form
  • Preparation of Articles of Association
  • Preparation of Minutes of the first meeting of the Board
  • Production of shareholders register
  • Notarial and state fees
  • POA for representation services
Local secretary + + +
Government fees + + +
Registered office for 1 year + + +
Delivery of original documents - + +
Apostilled documents
- + +
  • If applying for a corporate bank account, you will need to order a full set of apostilled company documents when the account is opened outside of the country of Company.
Nominee director and shareholder
- - +
  • This service is required if you do not  want your name to appear in the corporate documents or in the government  registry. For this purpose, we will appoint another person or entity  that will act on your behalf and for your interests and benefit. Such a  relationship will be legally based on Power of Attorney and Trust  Declaration. Despite Power of Attorney not being publicly available,  such service does not guarantee 100% confidentiality. In case of request  from public authorities the information about actual beneficial owner  may be disclosed.

N.B.: Nominee Director services will be provided after receipt of details of business and accounting information from the Client
Total amount:
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Facts & Info for Estonia Private Limited Liability Company (Osaühing or OÜ) Formation

Company
Services
Requirements

General information

Company’s structure

  • At least 1 Shareholder (natural person or legal entity, no restrictions with regards to citizenship or residence)
  • At least 1 Director (foreign residents are allowed)

Confidentiality

  • Director’s details – part of the public record;
  • Shareholder’s details –  part of the public record;
  • Beneficial owner’s details – disclosed to the Authorities. 

Taxation

  • Estonian companies and branches of foreign entities are subject to 20% income tax only in respect to all distributed profits (both actual and deemed)
  • Starting from January 1, 2018 – the CIT rate on regular profit distributions will be decreased to 14%, but only if dividends are paid to legal entities

Registered Agent

Local Representative is required if there are no EU residents within the Board

Registered office

Local Registered office is required

Company secretary

Not Required

Company name

  • Language: Any
  • Letters: Roman alphabet
  • Must be distinguishable from other already registered business names and trademarks 
  • Cannot contain such words as Assurance, Insurance, Bank, University, etc. without obtaining a respective license  
  • Name denoting any connection to local, state or national government are generally prohibited, e.g. Eesti   

Reporting

  • Filing annual report is obligatory;
  • Accounting records shall be kept in Estonian;
  • VAT and salary declarations are filed monthly. 

Benefits

  • Possibility to obtain e-residency and get access to all local e-services;
  • 0% tax on retained and reinvested profits;
  • 14% tax on distributed profit; 
  • No obligatory employees are required, Director can perform his duties without receiving actual salary.

Initial steps

  • Requesting preferable company names from the side of client;
  • Checking the availability of selected Company names using Estonian and EU databases;
  • Gathering required due diligence from the client; 
  • Issuing the invoice for our services after the preferred Company name is approved to be available.  

Incorporation of company

  • Sending the client important information and documents and gathering the relevant information;
  • Preparation of the full package of incorporation documents and sending it to the client for approval and signing;
  • Filing the documents to the Commercial Register on client’s behalf; 
  • Covering state fees.  

Opening the bank account

  • Estonian legislation allows to open account in any foreign jurisdiction. We can assist you with the opening of bank account in any chosen jurisdiction among those we offer. Please note that bank requirements and time frame vary from bank to bank.

Transmission of documents

  • Hard copies of company incorporation documents will be sent to the address provided by the client via courier.

In order to establish the company in Estonia, you will be required to provide the following documents:

For each Director and Shareholder

  • Certified passport copy
  • Certified proof of residential address

If Shareholder is legal entity

  • Certified copy of a valid passport (of each Shareholder and Director)
  • Proof of address (e.g. recent utility bill of each Shareholder and Director)
  • CV (of each Director and Shareholder)
  • Optional: Bank reference (of each Director)
  • Optional: Legal reference (of each Director and Shareholder)

*If original documents are not in English or Estonian, the documents must be accompanied by a notarized translation (in English or Estonian).

*Additional documents may be requested by the Commercial register or local bank at any point to verify specific information.

*When Shareholders are legal entities, it is required to provide apostilled set of corporate documents and certificate of Good Standing.