One of the changes that were recently introduced in the legislation of Estonia, as a prelude to what will be the e-Residency 2.0, is the possibility of entering and registering the social capital of a company in Estonia from any European bank account. That is, your company can have an account in a bank outside of Estonia (for example, if you use Wise).
Although this process can be done with us if you are a client of your company In Estonia, there is the option to do it yourself, thanks to the possibilities of the digital nation, saving costs.
Let’s see how you can do it.
Pay the share capital
The first thing you need to do is pay the share capital!
How? Shareholders just need to do transfer from their personal accounts to the company’s bank account in the right percentage.
In order to do that, every shareholder would calculate his or her part according to the distribution of shares between the shareholders (percentage of shares), and the total amount of share capital that you have declared in your company registration. Each member will have to transfer their part from their personal accounts (under their name) to your company’s account. From 2019, the share capital can be paid in any account with a European IBAN, including Wise, LHV, Revolut, LeoPay… Most importantly, do not forget to indicate “Share capital” in the payment concept or description. Make sure you can also get a statement of the bank for this movement, as you will need it later.
This statement needs to be digitally signed by the bank, in order to be accepted. That means you need to ask the bank to provide you with a digitally signed file (PDF, .asice or in any format, but digitally signed) verifying that payment.
Also, it’s important that this document is in Estonian. If this bank won’t deliver a copy in Estonian, you will need to request a sworn translation of that document. You need to ask an English-Estonian (or your language-Estonian) sworn translator to deliver a copy to you. Or you can ask to do it for you with our Share Capital Translation package. They will deliver a digitally signed translation (.asice or .bdoc file). That’s the file you need to upload.
An example, imagine that your company only has one partner, you, who therefore has 100% of the shares, and that you have declared the standard social capital of 2500 euros. Nothing simpler, you make a transfer of 2500 euros from your personal account to your company account, with “Share capital” concept.
Another example, imagine that you are 4 members, and your company has a share capital of 3000 euros, with the following distributions:
- Member 1: 30% of the share capital (€ 900)
- Member 2: 50% of the share capital (€ 1500)
- Members 3 and 4: 10% of the share capital each (€ 300 each).
In that case, each member would make a payment for the corresponding amount of their respective personal accounts to the company account. You must wait until all transfers have arrived.
Then, you must obtain the statement that we mentioned earlier. Better if it’s in PDF form, and much better if it can be signed by the bank. Most banks allow that. The amount, source, destination, and sender information must be clearly shown in the statement.
Follow these steps:
- Once the customer logs in with their e-Residency card, they must look for their company in the section “My undertakings”, and once they find it, they must click on the company’s name;
- On the next page, you will see the company data and the button “Change the data“. Click on the button and confirm that you would like to start a new petition.
- Once the petition is opened, they must click on item 5, named “Capital”. On this page you can see “The amount of capital” and the information “Established without making contributions“. Click on the button “Change“;
- On the next page, the field “Established without making contributions” is marked in blue. You should unmark the field and click on “Save“;
- Once the changes are made and saved, go to item 7, named “Documents”. The platform will ask you to upload a “Bank notice”, which would be bank receipts proving the payment.
Adding the bank statement
Now you need to attach the bank statement from the bank. Important: this document needs to be digitally signed by the bank. You need to ask the bank to deliver you a digitally signed statement of the share capital payment. Depending on the bank, they may give you a PDF file, an .asice file (if it’s a Estonian bank), etcétera.
Also, it’s important that this document is in Estonian. If this bank won’t deliver a copy in Estonian, you will need to request a sworn translation of that document. You need to ask an English-Estonian (or your language-Estonian) sworn translator to deliver a copy to you.
Or you can ask to do it for you with our Share Capital Translation package. They will deliver a digitally signed translation (.asice or .bdoc file). That’s the file you need to upload.
Then we need to add that digitally signed file to the petition.
To do so, go to the “Additional documents to be submitted with the entry petition” section, below. Then click on “Add document”.
You will see a screen like the one shown in the figure below:
In the “Type of document” option, select “Bank notice”. Below, click on the “Choose file” button and select the document that you got from the bank. Finally, press the blue button that says “Add a document”.
If your company has several shareholders contributing to the share capital, you will have to repeat this process as many times as partners until all the receipts of the payments have been added.
If everything goes well, the document(s) will appear in the list, as the image below shows.
You only have to click on “Check the details of the entry petition”. It will take you to the following screen:
Proceeding to the payment
You will notice that it specifies just one change: “Delete from register ‘established without making contribution'”. That is exactly what we want. Next, you need to pay the state fee for the registry alteration by clicking on “Confirm the petition”. Once paid, click “Send” to submit the request, and that’s all! You will probably receive an email soon with updates about your application.
In this article, we show you step by step how to register the share capital of a company in Estonia. Thanks to the changes introduced in the Estonian legislation in 2019, this process is really simple and the share capital can be paid to a company’s bank account in any country of the European Union.
As always, if you have any questions, do not hesitate to ask us. We are here to help you with all the paperwork and bookkeeping duties of your company, so that you can focus on what really matters, growing your business.