If you are wondering how to register your company in Estonia and where to start you are in the right place.
In this article, we explain the 7 key points to do it and we answer the most frequently asked questions. Keep reading.
Table of contents
- Apply for e-Residency
- Select Your Company Name
- Identifying members
- Paying the share capital for your e-resident Estonian business
- Bank account
- VAT number
- How to register your company in Estonia with Companio?
Apply for e-Residency
You can start the process of registering your company in Estonia before applying for e-Residency if you do it with Companio, but to sign the registration you will need your e-resident ID card.
To apply for the e-Residency you can go directly to the official e-Residency application website and register as an e-Resident in just a few clicks. You will need to fill in some information about yourself (e.g. citizenship, date of birth, personal data) and upload images of your ID, passport as well as a clear facial photo.
You can find more information about the e-Residency here.
In general, the process from application submission to your e-Residency kit can take 3-8 weeks.
If your business has multiple shareholders and co-founders it is advisable that they have e-Residency to sign in the e-Business Register, because if not, only a notary can make changes in the e-Business Register, which means spending more time and money on that unnecessarily.
If the members of the company have their e-resident ID cards already, they’ll be able to sign the company registration right away.
Select Your Company Name
Before you decide on your company name, you have to take these things into account:
- The first step is ensuring that the name of your future company isn’t already registered. Choose something that’s unique and distinctive.
- Also be sure that no European or Estonian trademark exists with a similar name (unless you receive explicit, notarized consent from the owner). This does not mean that you can use a name similar to an EU trademark, but it is important to avoid confusion between your company name and others. People should be able to identify you and find you.
- Your company name must be written in the Latin alphabet and preferably without any special characters or symbols.
- A limited company in Estonia is called osaühing. This gets shortened to OÜ at the end of your company’s legal name.
Your company will need a management board.
This doesn’t mean that there must be more employees or board members in the company than you, as you can be the only one. Estonia allows this option as they are aware of the high number of freelancers and digital nomads that run their businesses on their own.
So these are the members you would need to identify at this stage:
- Shareholders: the owners of the company.
- Board members: the ones who make the decisions in the company.
- Employees (if there are any).
It is required that you add at least one shareholder and one board member at this stage.
If you are not sure about the difference between shareholders and board members you can read this article.
Paying the share capital for your e-resident Estonian business
The minimum required share capital for a private limited company is €2,500.
But don’t worry, if you are not able to pay that amount at the moment you set up your company you can defer it if the share capital is under €25,000. It means that you can decide whether to pay right away or to postpone the payment.
However, you will need to pay the share capital before you make any dividend payments.
If you want to know how to declare the share capital and pay it read this article.
You don’t need to open a bank account to open your business in Estonia, but it is essential to issue invoices to your customers, pay your suppliers or distribute profits.
The process of opening a bank account for your company may take several days, depending on the bank, and you may be asked for different documents.
It does not need to be an Estonian bank or a traditional bank, as there are many banking solutions you can use without the need for a traditional bank account.
The main advantage of these fintech solutions is that you don’t need to visit Estonia to open a bank account. It can be done completely online.
Your company needs an intra-community VAT number if any of these conditions apply:
- If your company offers services, digital services or products (software or digital content) to European B2B customers (business to business) from the first sale, and its earnings exceed 40,000 euros a year.
- If you offer digital services or products (software or digital content) to European B2C customers (final consumers) from the first sale.
We always recommend registering and obtaining your VAT number even if you don’t need it, as it has advantages:
- It allows you to operate more easily in the European Union.
- It offers trustability of your company to your customers and suppliers.
In conclusion, a VAT number is always a good idea if you plan on selling or offering products to European customers.
You can find more information about VAT in this article.
How to register your company in Estonia with Companio?
Here, you’ll discover how Companio can help you launch your European business in Estonia. No hassle, no red tape, and no visit to Estonia required!
You can actually start the process of registering your company in Estonia before applying for e-Residency.
The first thing you’ll need to do is go to the sign-up page. It’s super simple to register your company – you’ll be able to do it in less than five minutes!
Step 1: Select Your Company Name
As we explained before, the first step is ensuring that the name of your future company isn’t already registered.
👉🏻 If there’s a similar trademark name or a matching company name, you’ll be asked to provide another name.
👉🏻 If there’s no similar trademark – but similar company names exist which can present some problems in the registry – you’ll receive a warning.
👉🏻 Otherwise, you’ll be able to continue to the next step.
👉🏻 If you see a message saying “We were unable to contact the e-Business register to check if this name is available. You can continue, but it may be necessary to modify the name later”, that means we could not query the registry to check if your chosen name already exists.
The registry is going through some changes and we need to adapt our API. If that’s the case, don’t worry, continue the process, and optionally indicate three alternative names in the description of the company’s activity.
We will contact you later if your name of choice isn’t available so you can select a different one.
Step 2: Include the Relevant Company Data
👉🏻 Here you should specify the activity of your company and its means of communication (e.g. email, phone number).
👉🏻 You’ll also need to select the field of activity that best describes the business activities of the company, providing as many details as possible.
Step 3: Identifying Members
👉🏻 Next, you’ll be asked to add the relevant information about the shareholders and board members. For each person you add, decide if they’re going to be a shareholder, member of the board, or both. You can also specify that this person will be the representative of the company (for accountancy and business-related subjects).
👉🏻 If the members of the company have their e-resident ID cards already, that’s good news: they’ll be able to sign the company registration right away. If not, don’t worry: you’ll need to add their birthdate to ensure that the signatures are issued to the right person.
👉🏻 The assistant won’t let you continue until the information of these members is correct. There are several things that will be checked:
- At least one shareholder should be listed.
- At least one board member should be listed.
- You should add the sum of the shares of all shareholders. This must be equal to the total share capital of the company.
For example, let’s imagine your company has declared a share capital (in the previous step) of 2000€ and you’ve entered three members that are shareholders:
- John Smith: with 500€ in share capital.
- Anna Svanovich, with 1000€.
- Eleanor Stanson, with 500€.
If your numbers don’t line up, you may need to delete a member and add it again. For example, maybe you forgot to specify that a board member or perhaps the number of shares is incorrect.
👉🏻 Once the member information looks correct – and all the share capital has been correctly distributed – the assistant will let you continue to the payment section.
Step 4: Overview & Payment
👉🏻 Before payment, you’ll be taken to a screen to verify that all the information is correct.
Double-check everything, because the price of the company registration will be different under certain circumstances (e.g. multiple members).
👉🏻 If you need to change anything, click on any of the previous steps. If everything looks fine, proceed to payment by clicking “Next.”
Step 5: Verify your e-Resident ID
👉🏻 When all the members have their e-Residency cards, they’ll be able to digitally sign the company registration and services contract. This step is vital to guarantee the consent of all the members (and that they have their e-Residency IDs).
👉🏻 The onboarding assistant contains information regarding who has signed and who hasn’t. Every member (including you) will receive a separate email with a link to sign. If any of them has not received an email, you will be able to send them the link again by clicking on the button “Send signature link” next to their names.
👉🏻 If some members still aren’t e-residents, you’ll need to wait until they receive their e-Residency cards before continuing. Don’t worry: you can continue the process at any point after they’ve received it. Just save the signature email for later or send them the signature link again later.
By refreshing this page, you will be able to track the signature process and check the signatures that have been already added.
👉🏻 The next step is using Your USB Reader.
- When you click on the signature link you receive in your email, you’ll see a screen with two buttons: One to see the contract that you are signing, and another to add your signature.
- Review the contract to check that everything is correct, then prepare your ID card to sign.
- Connect the USB reader to your computer and insert the e-Residency card. Wait until the light of the reader turns on.
- Make sure you’ve installed the necessary drivers, plugins, and software to allow the browser to read the card. Ensure that the card has been inserted correctly and the reader is reading it (we recommend opening the DigiDoc software). If the card is detected, your name will appear in the application and you should be good to go.
- Click on “Add my signature”. Wait a few seconds. The system will ask you to choose the certificate and then will ask for your PIN2. Type it and click Enter.
- If you are successful, you’ll see a message indicating that the signature has been added. All the members must follow this procedure. The representative can check the progress of this process on the onboarding screen.
Step 6: Verify Your E-Mail
👉🏻 Once the last member has signed the contract, all of the signatures should be verified and you will proceed with the application to register your company in the e-Business registry. To do that, the information about the company and all its members must be added.
👉🏻 You will receive an email from the registry to the corporate email address specified in Step 2. This email (from e-Äriregistri Teavitus) will contain a link to verify the corporate account of your company. If you have not received the email within 48 hours, inform a Companio representative that all members of your company have signed and you are waiting for the email to confirm your corporate email account.
👉🏻 Once you’ve received that email and followed the confirmation link, click on “Done” (or send us a message so we can proceed to the next stage).
Step 7: Sign the Registry
👉🏻All company members need to sign the company registration application in the Registry.
Why are you signing twice?
- The first signature (in Step 5) was for Companio for the contract of services. We needed those signatures to verify your identities and determine that each member is an e-resident.
- Now, you need to sign to affirm your intention of registering the company.
Follow the instructions on the screen. First, log into the e-Business registry and add your signature using your PIN2. Verify that the members appear with the right roles and share distribution – and that the information of the company is correct. Even machines make mistakes sometimes!
👉🏻 All members need to add their signatures. Once done, please click on “Done” (or send us a message so we can proceed to the next stage).
Step 8: Relax While We Work
👉🏻 Companio will complete the application in the registry and pay the state and notary fees on your behalf .This step usually takes 24 hours. The registry will affirm the company within a few hours of receiving these payments and after verifying that the information is correct.
👉🏻 In the meantime, we will need a copy of all company members’ passports. This is because we take anti-money laundering protocol seriously. As you wait for your company to be registered, it’s the perfect time to send us these copies.
Step 9: Complete Your Setup
👉🏻 Once the company is registered, you will receive a document with the entry in the registry of your company. That document contains the registration code of your company (i.e. the number that univocally identifies it).
This registration code – alongside the name and address of your company – should be included on every invoice issued to customers.
👉🏻 Now what? It is time to complete the setup of the company.
There are three final steps to complete your setup:
- Opening your bank account: the process of opening a bank account for your company may take several days, depending on the bank, and you may be asked for different documents. If you have doubts during the process, let us know: we’re happy to help.
- Granting us power of attorney for accountancy: next, it’s important that you grant us a power of attorney to do the bookkeeping and accountancy for your company, and also to submit the VAT application. This can be done completely online – without the presence of a notary – and you can revoke it at any time.
- Deciding if you want a VAT number: if you want us to request a VAT number for your company, let us know. We’ll prepare that request and register your company in the European VIES archive.
To complete this step, we’ll need your company to already have a valid bank account (we need to add your company’s IBAN number to the request). We will also require certain information to provide authorities, such as who your customers are and what your estimated revenue is.
👉🏻 Start building your business. Once you have your e-Residency card (a process that takes 3-6 weeks), your company can be ready in a matter of 5-10 days. That includes your bank account and VAT number!
After that, it’s time to focus on your business. Companio is the most affordable way to take care of your accountancy, bookkeeping, and taxes (including payrolls and VAT returns) so you can focus on what matters most: growing your business.
Can a foreigner start a business in Estonia?
Yes! Actually, Estonia is a great place for foreigners to start a business. Thanks to e-Residency you can sign documents and register a company in Estonia without ever visiting the country.
How long does it take to register a company in Estonia?
Once you have obtained your e-Residency it takes up to 3 working days. You must get confirmation from the e-Business Register that your company is registered.
How much does the e-Residency cost?
The cost is €100 plus €20 in shipping fees, so it is a total of €120.
If you pick up your card at e-Residency at “collection centres” in Sao Paulo, Johannesburg, or Bangkok an additional fee of €23,60 is applied.
In this article, you can find more information about the pickup locations.
What are the requirements for company registration in Estonia?
Once you have become an e-resident you will need:
- The e-Residency card.
- A copy of your passport.
- Legal address and contact person for your company. At Companio we give you this for free.
How much does it cost to register a company in Estonia?
The state fee for registering a company in Estonia is €265.
If you are thinking about starting a business in Estonia you do not have to do it on your own. At Companio we help you with the registration process, opening a bank account and all the hard work: accounting, payroll and tax reports.
Do you want to see how we can help you? Click on this link.