What kind of business is needed in Tallinn. What do you need to know before you start? The main advantages of opening a company in Estonia

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Alesia Jusfan, freelancer at QuTeam, author of the channel about Estonia @justtallinn, shares her experience and knowledge.

Sooner or later, every freelancer thinks about legalizing their income. In the CIS countries it is believed that opening a company is for big companies that this is a serious matter, at least with the office and employees, so for a freelancer it seems more logical to open an individual entrepreneur (in Ukraine - an emergency).

A freelancer is, first of all, an entrepreneur, aka “your own startup,” and you don’t want to waste time on paperwork. But when the first foreign customers appear, you inevitably encounter bureaucracy, and you immediately want to resort to the help of accountants and lawyers: you need to go through currency control, confirm payment every time, and open a transit account to receive payment in foreign currency.

For IT specialists and freelancers, opening a company in Estonia may be a way out of the situation, especially if you work in the field of IT services.

Individual entrepreneur or LLC

All my IT friends and I followed them in choosing OÜ- this is an analogue of an LLC, the minimum authorized capital is 2500 euros, which can be contributed with laptops, phones, etc. The income tax will be 0%, and in the future you can hire employees.

Individual entrepreneur (PE) in Estonia is called FIE and involves paying social tax regardless of whether there was a profit or not. This is about 140 euros per month. In the OÜ form – zero! It turns out that owning a company is much more profitable.

Below are a few advantages of owning an OÜ in Estonia:

1. A company can be opened in 20 minutes and managed remotely, without being in the country. To do this you need to become an electronic citizen. The asking price is 100 euros. There are practically no refusals to apply. If you are worried, you can contact a lawyer.
2. 99% of government services here can be obtained online. All declarations and taxes are submitted in 10-15 minutes via the Internet.
3. Your country's access to your business's financial information will be limited.
4. It is more convenient to work with foreign clients and partners - it is easier for them to conclude an agreement with a European company.
5. Business in Estonia is quite transparent and there is no bureaucracy. This way you get additional business protection from raiding.
6. Estonia is a European tax haven, and it is not included in the list of so-called “offshore countries”. In essence, Estonia is a “quality offshore”.
7. Stable banks. The thing is that most Estonian banks belong to the largest Scandinavian banking groups, and these guys are famous for their high level of service and stable financial performance.
8. Almost every resident over 35 years old speaks Russian. Almost everyone knows English.

Thus, without being a resident of Estonia and having a company here, you will have a zero rate on the company’s income. Agree, pretty good for a freelancer!

How does this benefit Estonia? The unstable situation in many countries forces entrepreneurs to conduct business without being tied to a specific country. Estonia takes advantage of this and gives them opportunities in their country, while strengthening their economy.

When do you need to pay tax?

Tax is paid only when paying salaries (about 33%) and when issuing dividends (25%). There is also a limit on making profit within Estonia - no more than 16,000 euros per year. That is, you need to carry out as much export activity as possible and not work only within Estonia.

If your employees or you (non-residents of Estonia) work remotely from another country, then there are no taxes on wages, as it is subject to tax in your country of residence.

Do you want a 0% rate? Do not trade within Estonia, do not work with EU companies without a VAT (VAT) number. If you don’t have employees, don’t pay salaries, don’t distribute profits.

How then can you withdraw money from the company?

Estonia is quite liberal financial system. There are no restrictions on the movement of cash or non-cash money in any direction. The company’s activities are determined not by the information in the register, but by the actual receipt of income from the provision of any kind of services or sales.

Expenses (also known as debits) are calculated not according to bank transactions, but according to checks or contracts. That is, you only need to explain to the tax authorities how a check or purchase agreement (provision of a service) is related to the activities of the company.

How does this work? For example, you can buy a laptop (no matter for what money), and then write off the amount on the check for company expenses. Or fly to visit friends in Paris, and use the money spent on company expenses, for example, arrange it as a business trip to meet business partners.

I work in IT services, so I need a laptop for work. A business trip is needed for business meetings and concluding new contracts, and so on.

Reporting

Reports are submitted to the register ONCE per year online. You can submit them electronically yourself or hire an accountant. For a small company, a report can cost from 25 euros or more (depending on the number of accounts and volume of activity).

There is also no mandatory audit of companies. But this does not mean that you can keep your accounting “like hell” :) It’s better to have order in everything and sleep peacefully.

Every year the number of companies registered in Estonia is constantly growing. According to the World Bank, in 2017 Estonia took 12th place in the simplicity ranking entrepreneurial activity between countries of the world. Russia ranks 35th, Belarus 38th, Ukraine 76th.

Remember, “Paying taxes is a duty, paying little taxes is an art!” " (With)

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1. Geographical advantage (access to the sea, proximity to the Northern capital of the Russian Federation)
2. Estonian mentality (pragmatism and adherence to business ethics),
3. Low level of bureaucratization of government processes,
4. Attractive tax policy. The Estonian tax system is stable, predictable and transparent, making it easier to plan and operate a business. Estonian legislation exempts companies from paying tax on reinvested profits, and also allows for the distribution of losses to future profits without a time limit.
5. The country's membership in the eurozone
6. High level of informatization in all sectors of the economy.

7. Estonia applies the principle of equality of investors regardless of citizenship and location. All investors have equal access to funding from European Union sources. There is no requirement that shareholders and board members of companies must be citizens or residents of Estonia.

8. The electronic commercial register allows you to register companies, make changes to constituent documents, approve decisions of meetings of participants, and also perform other actions on-line. Most citizens and permanent residents of Estonia have identification cards with a personal electronic code. Most banking transactions are carried out via the Internet, tax returns And annual reports, official requests are sent to government bodies, various transactions are carried out, including selling shares, paying taxes and utility bills, and even voting in elections.

How to open a company in Estonia. How to choose a form of business activity

The activities of business entities in Estonia are regulated by the Commercial Code.

1. The most common forms of doing business are private company with limited liability(Osauhing, OU). Special requirements may be established when a company carries out licensed activities. Special regulation applies to financial institutions; insurance companies; companies whose shares are listed on the stock exchange.

A private limited liability company is the most common form of running medium and small businesses in Estonia. The authorized capital is divided into shares by participants, each of whom owns one share of a certain size and value. The legislation guarantees participants the pre-emptive right to purchase shares in the event of their sale to third parties. A private company is liable for its obligations with all its property; participants do not bear personal liability for the company’s obligations.

By general rule A private company is not subject to statutory audit unless its financial statements exceed at least two of the following:

Income - 2 million euros;

The value of assets is 1 million euros;

Number of employees - 30.

2. Joint stock company (Aktsiaselt, AS) is typical mainly for large businesses, when it is necessary to have more participants in the share capital and attract financing from external sources. However, joint stock companies with one shareholder are often found. Like the participants in a private company, the shareholders of an Estonian joint stock company are not liable for its obligations.

The minimum size of the authorized capital for joint-stock companies is 25,000 euros. Along with the registration of a joint stock company in the Commercial Register of Estonia, additional registration of its shares in the Central Register of Securities of Estonia is required. As a general rule, shares can be alienated in favor of third parties without any restrictions. Unlike a private joint stock company, it has the right to issue preferred shares. At the same time, the legislation allows for the possibility of providing in the charter of a joint-stock company the preemptive right of shareholders to purchase its shares.

The highest governing body of a joint stock company is the general meeting of shareholders. Protocols general meeting shareholders on the election or termination of powers of members of the supervisory board, changes in the charter of the provisions on the supervisory board must be made in notarial form. In a joint stock company, it is mandatory to create a supervisory board, minimum quantity members - three. There are no special requirements for their citizenship or permanent residence. The consent of the members of the supervisory board is required for transactions that go beyond the usual economic activity companies. Estonian legislation does not establish requirements for the number of members of the board of a joint stock company, however, at least half of them must be citizens or residents of the European Economic Community or Switzerland. As in a private company, each member of the board of a joint-stock company has the right to solely represent it externally, unless the articles of association provide for joint representation with another board member or procurator.

3. Private Enterprise (FIE)- a form of doing business that involves retaining ownership of the company’s property for the founder (individual or legal entity). The owner of the property of an Estonian private enterprise is liable for its obligations with all his property.

Stages of establishing a company in Estonia:

1. The planning stage, at which, among other things, it is necessary to choose a form of doing business.

2. Preparatory stage, during which the documents necessary for company registration are prepared and collected, and mandatory pre-registration formalities are completed:

A. name verification

For information: Central Commercial Register of Estonia ariregister.rik.ee

There you can select points of the Model Charter

B. formation of the authorized capital,

C. search for premises to locate the company

For reference: the legal address cannot be located outside of Estonia

D. certificate constituent documents at the notary.

3. Registration of a company is carried out on the basis of submitted documents or a request via the Internet.

To register a company by an individual:

International passport of the founder;

International passport of a director or board member.

If registering a legal entity, then other documents should be prepared:

An extract from the register of the country in which the enterprise is registered, the charter of the legal entity, which is the founder of the company (all these documents must be legalized correctly so that there are no problems with the law).

The same as in the case of an individual, a foreign passport of a member of the board is required.

Making an entry about a legal entity in the Central Commercial Register of Estonia

4. Post-registration procedures include registering the company with the tax authority, as well as, if necessary, registration with the compulsory insurance authorities, the Estonian Labor Inspectorate and the Estonian Business Register.

Estonian Tax and Customs Board www.emta.ee

Estonian Health Insurance Fund www.haigekassa.ee

Register of Economic Activities of Estonia http://mtr.mkm.ee

Areas of economic activity (EMTAK)www.eesti.ee/est/teenused/ettevotja/emtak/emtak.html

Business activities in Tallinn http://www.tallinn.ee/est/otsing?sona=13566

Taxes in Estonia

• no corporate income tax (0%) if profits are not distributed between participants
• no income tax (for a non-resident of Estonia) if his place of business is outside Estonia;
• flat tax scale;
• no inheritance tax;
• no property tax;
• no capital gains tax;
• no hidden taxes.

COMPANY INCOME TAX IN ESTONIA

The tax rate on undistributed profits of enterprises is 0%.
The tax rate on distributed corporate profits is 21%.
The profits of a company registered in Estonia are not subject to income tax. However, profits become taxable when they are distributed among the company's members. Income tax is levied on dividends distributed between participants (residents and non-residents)
Don't want to pay income tax? Then simply invest your profits in the company’s business activities (buy property and real estate owned by the company, pay off loans and much more)!

VAT (VALUE ADDED TAX) IN ESTONIA (KÄIBEMAKS)

The VAT rate in Estonia is 20%.
Reduced VAT rate 9% applies to books, magazines (except pornographic and erotic magazines), newspapers, certain medicines and medical equipment, and hotel services.
Reduced VAT rate 0% applies to exported goods and services, postal services, medical services, insurance, international transport.
If the company has a VAT payer number, then it is necessary to submit a VAT return every month before the 20th day on the website of the Estonian Tax Department (Maksu-ja Toiliamet)

PERSONAL INCOME TAX IN ESTONIA

The income tax rate is 21%.
Income of 144 Euros per month or less is not subject to income tax.
Income tax is levied on the income of Estonian residents earned both in Estonia and abroad.

SOCIAL TAX IN ESTONIA

The social tax rate is 33%.
Social tax is paid by the employer no later than the 10th day of each month.
Social tax does not need to be paid if an employee (non-resident of Estonia) performs his duties outside Estonia under an employment contract.

LAND TAX IN ESTONIA

The land tax rate is 0.1–2.5% of the assessed value of the land.
The tax is paid annually by land owners.

OTHER TAXES IN ESTONIA

Tax on heavy vehicles.
Gambling tax.
Excise taxes on electricity, alcohol, tobacco, fuel and packaging.
Customs duties.

Estonia, as one of the Schengen countries, has been part of the single market of the European Union for more than 10 years. Opening a business in Estonia provides a lot of opportunities to promote services not only in your own country, but also in other European countries.

Starting a business in Estonia

A developed economy, government support for entrepreneurship, and a simplified tax system make Estonia an attractive country for starting a business. The legislation does not prevent citizens of other states from conducting honest business in the country. Foreigners who have opened a business in Estonia have the same rights to receive benefits, loans, and subsidies from the state as local businessmen.

The lack of a large domestic market (1.3 million inhabitants) is not a disadvantage; rather, on the contrary - small and medium-sized enterprises with a staff of 50-100 people make the country's economy more flexible.

Sources of financing for business projects

The country has developed financial support for beginning entrepreneurs. The following organizations provide assistance:

• Tallinn Department of Entrepreneurship. Specialists provide assistance in drawing up a business plan and provide free advice on financial matters.
• The Enterprise Assistance Foundation (EAS) provides consultations and courses for aspiring entrepreneurs.
• The KredEX organization helps in matters of financing, acting as a guarantor for banks. Availability of an amount of 10% for the entrepreneur to implement the project - prerequisite.

In Estonia, there are other sources of financing and assistance to start-up businessmen. With a competent approach and a great desire to work, opening your own business will not be difficult.

Documentation

There are two options for registering a business in the country: via the Internet and with a notary. For citizens from Russia, as well as citizens of CIS countries, the second option is more convenient, because Estonia is a former Soviet republic, many residents speak Russian.

The electronic registration procedure can be completed one day in advance. To do this, you will need a special ID card, which must be purchased in advance. The transaction with the notary will take about 3-5 days.

Required documents to be provided by an individual:

• foreign passport;
• Foreign passport of a director or member of the board.

Required documents to be provided by a legal entity:

• foreign passport of a member of the board;
• an extract from the register of the country in which the company is registered;
• company charter.

Register in Estonia own business maybe a foreign citizen who is not an official, an intelligence officer of another state and has no problems with the law.

Choice of legal form

The choice of organizational and legal form has great value on initial stage economic activity of the enterprise. The Estonian Commercial Code presents 5 organizational and legal forms of entrepreneurship:

• private enterprise (FIE);
• limited partnership or limited liability partnership (UU);
• general partnership(TU);
• open joint stock company (AS);
• (OU).

Limited liability companies, private enterprise and joint stock companies are common in the country. Let's take a closer look at the features of each form.

Joint stock companies (AS) are created to conduct large businesses, where the authorized capital cannot be less than 25 thousand euros. Executive body- the board of directors that manages the affairs of the company. A mandatory condition is that at least half of the members of the board of directors must reside in other EU countries.

Limited Liability Company(OU) typical for medium-sized businesses. The authorized capital of companies is at least 2.5 thousand euros. This is a popular form of entrepreneurship in Estonia, therefore the legislation provides for accelerated registration of a company (electronic filing of documents secured with a digital signature).

Private Enterprise (FIE) - good option to open a small business. There are no minimum capital requirements, and tax and accounting records are carried out according to a simplified system. An entrepreneur is liable for the obligations of the enterprise with all his property.

After deciding on the form of business activity, the founders will have to:

• Think over the name of the company and its direction.
• Prepare and submit certificates and documents through a notary, an authorized person or electronically.
• If approved, provide data to the country's trade register.

Important condition, which applies to all entrepreneurs - registration and maintenance of all documents in Estonian.

Getting a bank account

The banking network of the Republic of Estonia is represented by reliable local and international banks. A personal bank manager helps manage financial and insurance issues for opening an account by foreign companies.

To open an account you will need the following documents:

• copies of passports of persons involved in opening an account (civil and foreign);
• document confirming the place of residence of the account holder and the recipient;
• information about the planned use of the account;
• evidence of connection with the country (for example, company charter, real estate documents).

The set of documents may differ depending on different banks countries.

Not all Estonian banks open accounts for non-residents. Since 2018, the Baltics have made changes regarding accounts for foreign citizens. Tighter requirements are associated with the threat of financial fraud and terrorist financing. To open an account to conduct business in the country, significant evidence must be provided.

Estonian banks that open accounts for non-residents:

• Swedbank AS;
• TALLINNA ÄRIPANGA AS;
• AS SEB Pank;
• AS Citadele banka Eesti filiaal;
• AS LHV Pank.

A private individual must provide a passport, salary certificate, company registration agreement and documents confirming the legality of stay in Estonia.

Basic tax rates in Estonia

For individuals The following taxes are provided:

• Land. Charged on the value of the land. Local councils set tax rates between 0.1% and 2.5%.
• Social. The employer pays tax on the employee's salary in the amount of 33%.
• Unemployment insurance premium. 1.6% is withheld from the employee, and 0.8% from the employer.
• Pension insurance contribution. 2% is withheld from the employee's salary.

Main types of taxes for legal entities:

• income tax on profits (dividends) – 20%;
• corporate income tax – 20%;
• excise duties (the rate depends on the increase or decrease in imports of excisable goods);
• VAT turnover tax (VAT) – 20%.

Taxation in Estonia differs from many European countries in its loyalty to business. Tax rates are not too high.

Payment of VAT

The main tax that replenishes the budget of the Republic of Estonia is the VAT tax (VAT), which companies pay only if their annual turnover exceeds 40 thousand euros. The standard rate is 20%.

Register in tax authorities A company whose annual turnover does not exceed 40 thousand euros can also pay VAT.
From January 1, 2018, the country’s government decided to support small and medium-sized businesses by increasing the threshold for registering as a taxable person from 16 thousand euros to 40 thousand euros.

For medicines, periodicals, educational literature, accommodation services VAT is 9%. VAT at a rate of 0% applies to goods exported from EU countries, as well as services (for example, transportation of goods) provided outside the country.

VAT is not subject to payment:

• universal postal services;
• rent real estate;
• some health and social services;
• insurance services;
• transactions with securities.

Tax must be paid by the 20th day of the month following the reporting month.

What about income tax?

For legal entities, the country's government introduced a zero income tax rate in 2000. This applies only to the company's retained (received) profits.

Enterprises pay income tax only when they distribute profits from dividends, so the main burden falls on the VAT tax.
Since 2018, there has been a reduced rate of 14% on dividends paid (after 3 years of regular payments).

The tax system in Estonia contributes to the country's economic growth.
The government has built a comprehensive income tax system in which enterprises have the opportunity to direct profits to their further development, and the country's income continues to increase.

Advantages of doing business in Estonia

In addition to being attractive for entrepreneurship tax system, there are other advantages to starting a business in Estonia:

• business in the country opens up opportunities to enter larger European markets;
• providing benefits, subsidies, and loans from the state not only to local but also to foreign businessmen;
• high level informatization;
• creating and maintaining a business does not require large expenses;
• the founder and member of the board of an Estonian company can be a citizen of another country;
• absence of customs duties on supplies of products to EU countries;
• You can open a company and manage it without being in the country (you need to become an electronic citizen);
• obtaining a residence permit for 2 years with the possibility of extension up to 5 years and registration of a permanent residence permit.

Entrepreneurial activities are maximally protected by the state. The Estonian government creates favorable conditions for opening and running a business not only by residents, but also by citizens of other countries.

Possible difficulties

Even though positive aspects To open your own company in Estonia, there are also possible difficulties:

• The competitiveness of companies in the country is at its maximum level, so those who plan to open big business, you will have to work hard to attract potential consumers into your environment.
• Opening an account for foreigners is not possible in all banks. Banks that open accounts for non-residents require significant evidence to conduct business in the country.

Business visa for immigration to Estonia

To obtain a visa for the purpose of doing business, you will need the following documents:

• current and old passports;
• official (business) invitation;
• 2 color photographs (3.5×4.5);
• health insurance contract;
• a copy of the Russian passport (all pages);
• questionnaire;
• a document about the position and income from the previous place of work;
• booked tickets(original and copy);
• bank account statement;
• receipt of payment of state duty.

A business visa can be obtained from the Estonian Consulate of your country.

Buying a business in Estonia

Foreign investors have the right to purchase an existing business in Estonia.
Purchasing advantage ready-made business the fact that the company has its own audience of consumers.

To avoid problems in the future, it is better to seek help from specialists who will carry out full analysis enterprises planned for acquisition.

Which direction to choose?

The choice of direction depends on your own preferences and knowledge. Most popular destinations to open your own business:

• IT sector. Estonia is one of the most successful countries in terms of informatization. Companies in this area are always in demand.
• Construction.
• Transport.
• Service and tourism.

When purchasing a ready-made business, franchises of enterprises involved in the restaurant and hotel business, and companies whose owners are retiring (most often they have good reputation and profit).

Purchasing stages

Purchasing a business in Estonia requires going through the following stages:

• Selecting an enterprise and determining a new name.
• Arrival in Estonia or sending a power of attorney certified by a notary to a company representative to draw up a purchase and sale agreement.
• Registration of the transaction with a notary.
• Waiting for the decision of the country's trade register on the registration of the enterprise (within 5 days).

All stages take no more than a week. The simplest and quick way acquiring a company in Estonia - contacting companies that offer assistance in providing consulting and immigration services.

Research group Every year the World Bank publishes a ranking of world countries that are attractive in terms of ease of doing business. The small state of Estonia, where the population does not exceed 1.4 million people, took 4th place in 2018. This is excellent proof that Estonia is one of the best countries for entrepreneurship.

“Paying taxes is a duty, paying little taxes is an art! " (With)

The task was the following - to find a jurisdiction in which there is no need to pay income tax, while it was convenient for clients from the USA, Canada and the EU to work with it. Opening a real office in this country was not a task.

The main activity of the company is software development (a classic outsourcing company with a staff of ~20 developers).

Offshores we did not want to use it, although we could have used, for example, Belize with its closed registers of shareholders and a relatively cheap price tag for registration and use of nominee services.

Hong Kong satisfied in all respects (if you do not operate in Hong Kong, then the company is exempt from paying income tax), with the exception of the cost of registering and maintaining the company, they also did not want to pay for annual audits.

IN Scotland And England theoretically, it was possible to register a company (partnership) and not pay taxes on the basis that the founders (partners) are non-residents of these states, but this is not legally correct, and there was only one founder. It was possible to find a second founder (partner) in the form of a nominal shareholder, but this would be an extra expense.

We settled on Estonia. The total budget for registering a company and opening an account was set at 2,500 euros. Lawyers from Estonia were brought in to carry out the task.

Brief overview of jurisdiction

So, in Estonia there are two main types of companies:

OÜ is an analogue of Russian and Ukrainian LLC, the minimum authorized capital is 2500 euros.

AS is a joint stock company, the minimum authorized capital is 25,000 euros.

The authorized capital does not have to be deposited into the company account; it can only be declared during registration
(further I will tell you a trick on how to legally not contribute authorized capital).

Corporate income tax in Estonia

0% - if the company does not distribute profits among its members (shareholders).
~26.6% - if the company distributes profits among its members (shareholders) in the form of dividends.

You will be surprised, but indeed, if you do not pay yourself dividends, then there will be no obligation to pay taxes in Estonia. If you do not distribute dividends to the founders, Estonian legislation gives you the right not to contribute real authorized capital; you simply declare this amount “on paper” during registration. That is, there will be no need to deposit an amount of 2,500 euros (and for joint-stock companies this is 25,000 euros) to the company’s account.

VAT (VAT)

The VAT rate is 20%.

If you provide any B2B IT services (for example, software development), there will be no obligation to pay VAT for intra-Union sales within the territory of Estonia, and you can also issue invoices without VAT (the reverce charge mechanism will work), and for sales outside the EU Estonian VAT is not provided at all.

Estonia is a member of the OECD. Membership provides the company's counterparties with convenience when conducting transactions to a corporate account, and they (the counterparties) will be able to recognize payments as deductible business expenses in their country without problems (in cases established by their legislation).

As an additional advantage, Estonia has huge amount treaties for the avoidance of double taxation.

Nominee services

In Estonia, registers of founders are located in open internet access. I'm sure not everyone will like it.
In order not to “shine” your name in the registry, you can use nominee services.

We used a nominal shareholder - a citizen of Latvia. By the way, we were provided with such services by lawyers from Estonia, with whom we previously entered into a partnership to register a company.

If we talk about nominal legality, I want to disappoint you: continental law applies in Estonia and there is no legislatively (or through the creation of judicial precedents) established institution of nominal services.

If you choose to use a nominee shareholder, be aware that there is a risk that he will take over your company. I advise you to keep all correspondence with the nominee shareholder and collect as many written confirmations as possible with the signature of the nominee that he is only “replacing” the real shareholder in the register. These clues will help in court.
It was easier for us, we had certain acquaintances and received recommendations and non-legal guarantees from loved ones.

To eliminate the risks of fraud on the part of the nominee shareholder, you can do the following:

A) register the company in your name and your name will appear in the register of founders (but do not forget about the ban on placing capital abroad without permits);

B) register the parent company, for example, in an offshore and make subsidiary company Estonian.

Continuing the story about “nominalities”, I will say that in addition to a nominal shareholder, you can also use a nominal director. You will receive a power of attorney from him, on the basis of which you will act and sign documents on his behalf.

We did not use such a service, since it is not particularly needed.

Problems with a nominee director can be the same as with a shareholder. If he wants to “dump” you, he will “dump”. The power of attorney will be revoked and you will lose control over the company until you return it through the court (if you return it).

Documents we received after registration

B-card- this is a printout indicating the date of registration of the company, the name of the company, information about the founders of the company and the company that was registered in Estonia, information about the main activities of the company, legal address, and email of the company.
Charter- standard text of the charter.
The big minus is that everything is in Estonian, but Google helped solve the problem of the language barrier.
Refusal letter and application nominee shareholder in English.
Plus company seal

Bank account

We opened in Latvia because we found a bank there with conditions that were interesting to us and with a minimum commission for transferring money to the countries we were interested in - 5 euros.

To open an account, we contacted the manager and submitted approximately the following package of documents:
- corporate documents for an Estonian company;
- CV of the beneficiary;
- confirmation of the beneficiary’s welfare (documents for an apartment, land, car);
- description of the company’s activities;
- sources of financing (provided extracts and tax returns for the business of the local beneficiary);
- main business partners (gave their details);
- foreign passport.

You can open an account in Estonia. By the way, after registering the company, we received a huge number of offers from Estonian banks to the email address we provided when registering the company.

There are no currency controls in Estonia (no restrictions on the size of transactions or withdrawals from the account) and this is a positive thing.

Having a company in the EU, you get a huge number of banks in which you can open an account. It is important that the bank’s fees and conditions are comfortable for you.

Accounting

In Estonia, bookkeeping is mandatory. The cost of filing a report is approximately 600-700 euros per year. Finding an accountant is easy; in our case, those lawyers who helped register the company also help with accounting.

Withdrawing money

Money can be withdrawn from an Estonian company to its business entities under the pretext of “contracts for the provision of consulting services” or “software development contracts”. It is very important that you are not considered related parties. It is better to first consult with an accountant in Estonia, especially if you do not use a nominee shareholder.

To summarize

By registering a company in Estonia, you can get a convenient business tool with relatively cheap content and no income tax. There are a number of problematic issues associated with nominal services that need to be foreseen and eliminated in advance.

If you are thinking about starting a business in Estonia, you need to arm yourself with information. Being a small country, Estonia has a developed economy, a simplified tax system and government policies aimed at supporting entrepreneurship. It is a great place for foreigners to choose Estonia to live and do business, whether they work in high-tech start-ups or in more traditional segments such as manufacturing and the service industry.

What types of enterprises exist in Estonia?

The choice of organizational and legal form is important step. Estonian legislation provides for several different types corporate structure:

• Limited Liability Company
• Joint stock company
• Individual entrepreneurship
• General partnership
• Limited partnership
• Commercial association

Limited liability company (in Estonian – osaühing, more often used as an abbreviation OÜ) is a type of corporate structure typically used by those who work alone or in small groups. As is the case with joint stock company(in Estonian aktsiaselts or AS), the liability of the founders is limited to the amount of money paid authorized capital.

Since the OÜ structure is the simplest and most widely used, the law allows you to open a limited liability company using an accelerated procedure, according to which all documents are provided online and signed with a digital signature. In addition, it is possible not to pay the authorized capital in advance. In this case, the founders must assure that they will contribute the declared funds at the right time. To register online, you must have an Estonian e-citizenship card (issued to all residents upon application) or be an e-resident holding such a card.

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In addition, in Estonia you can register as individual entrepreneur (FIE). In this case, the entrepreneur himself is fully responsible for all obligations related to the business. However, due to the fact that entrepreneurs have an alternative in the form of a quick and simple OÜ registration procedure, most often their choice falls on this form of business organization, in which liability is limited to the initial investment.

Partnership options include general partnership (partners bear full responsibility for all debts of his organization) and its limited form in the form of a limited partnership, in which one of the partners is liable only to the extent of his initial contribution.

A commercial association is created so that founders and participants can cooperate on the basis of mutual interests. This is not a very common format for foreigners setting up a business in Estonia.

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What do you need to know before you start?

If you decide to start a business in Estonia as a resident of the country, you will find that the business is managed for the most part using the Estonian e-Citizenship card. With its help, you sign documents and pay taxes online. Having a card makes it easier to open a company.

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If you are not a resident of Estonia, you can set up a business there by becoming an e-resident. This unusual system allows you to get an e-citizenship card, open your own business and gain access to services such as banking in Estonia.

To open a limited liability company, the authorized capital must be at least 2,500 euros (more is possible). In some cases, when registering a company, it is not necessary to immediately deposit the entire amount of the authorized capital. However, you should remember that until you do this, you will not be able to withdraw the profits from your account.

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What is the process of registering a company in Estonia?

If you want to organize a limited liability company (OÜ) and you (or any other founder) have the ability to sign documents with an electronic signature, you can complete the registration procedure online on a specialized portal for registering companies. Following the instructions on the website, draw up a company charter based on the template and pay the registration fee of 145 euros.

If you do not have an electronic signature, the company registration takes place through a notary, who prepares all the documentation for you. To do this, you need to provide the following package of documents:

• memorandum of association and articles of association;
• statement;
• bank certificate confirming the payment of the minimum authorized capital amount;
• receipt of payment of the state fee for company registration.

Based on these documents, the notary will register your company. The procedure will take two or three days. In addition, you will need to provide identification documents, signatures, and additional information, in particular, the legal address of the company, which in some cases may be the home address.

If you prefer to work as individual entrepreneur(FIE), then you can register either with a notary or electronically if you have a digital identification card (ID card). The state fee in this case will be lower by 13 euros.

Legal obligations and responsibilities of a business owner

If your company's turnover is high, you may need to register for VAT. This is a mandatory condition for companies whose annual taxable turnover exceeds 16,000 euros. In certain circumstances, when the company's turnover is below the established limit, this condition is even beneficial. The company's business structure does not affect the requirement to register for VAT.