Licensing Criteria and Procedures for Applying for Estonia ICO Company Incorporation
ICO 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
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
Timeframe
- 2-4 weeks + delivery time for the courier
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
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 ICO company names from the side of client;
- Checking the availability of selected ICO 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, ICO company White Paper and legal opinion on its compatibility with Estonian legislation, and sending the package of the documents 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 obtain license, Offshorelicense will fill all necessary application forms and also acquire apostilled corporate documents.
For each Director and Shareholder:
- Certified passport copy
- Certified proof of residential address
If Shareholder is legal entity:
- Valid certificates of Good Standing
- Valid certificate of Incumbency
In order to open a bank account for Estonian ICO company, you will be required to provide the following documents:
- 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.