Establish an EU company digitally, from anywhere in the world without the need to travel. Follow the easy step-by-step instructions in this article.
If you are not yet, learn how to become an e-resident, so you can register your company entirely online.
1. Deciding on the name of your company
Bear in mind that you can only use letters from the latin alphabet for your company name, no special characters are allowed. Also, your business name must be distinguishable and unique, meaning that there can be no overlap with existing Estonian companies and trademarks registered in Estonia and the EU. If you are planning to create a website and social media accounts for your company, then it is recommended to secure desirable website domain and social media account names before registering a company.
You can also check if your desired company name is still available through the Business Register name query service. If your company name gets rejected, you can resubmit the application free of charge. No additional trading names for companies are registered in the Business Register and your brand name does not need to match your company name.
2. Choosing the main area of activity
EMTAK code (The Estonian Classification of Economic Activities) is the basis for determining the field of activity of your company and is an important source of information for the Estonian government and the EU. You can search for codes from the Business Register EMTAK search. Pick the activity which corresponds most closely to your main planned source of revenue. There are no restrictions on having additional activities besides the one you have selected. Please keep in mind that some areas are subject to special requirements and require specific activity licences.
3. Choosing a contact person located in Estonia
Your company needs to have a contact person. This is a service that can be acquired from licensed service providers, usually with an annual subscription. Your company's legal address does not have to be in Estonia, but this can also be a service a service provider offers separately. It is not allowed to register a P.O. box as an address.
The contact person acts as a messenger and needs to be available onsite if local authorities have a need to contact your company and cannot reach you in person. The contact person cannot make decisions nor take any commitments on behalf of your company. You will still be both the owner and the management board member of your company, with full control and legal responsibility.
Choose a contact person service provider from our Marketplace.
Now you are ready to go online and submit the application for registration of a private limited company (OÜ) either directly on the Company Registration Portal or through an API service on your service provider's website.
Submission of a company registration application consists of four steps:
- preparation,
- signing,
- payment of the state fee and
- submission.
If you opt to register your company directly on the Company Registration portal, the supported languages are Estonian and English. Additional languages are available on the websites of company formation agents using the e-Business Register API service.
Watch the recording of the webinar "How to register your company in the Company Registration Portal:
The state fee for establishing an OÜ online must be wired to the account of the Estonian Ministry of Finance and linked to your application. The state fee is currently 265 euros for a company registration process. Other payment options such as card payment and PayPal are only available on the websites of company formation agents using the e-Business Register API service. You can also have a look at some of the state fees associated with opening and managing your company in Estonia.
The application must be signed by all shareholders and board members as well as a contact person service provider. Thanks to Estonia's e-services and secure digital ID, several people can sign the documents at the same time remotely.
4. Making a monetary share capital contribution
The minimum share capital contribution you will have to make when establishing your company is 0,01€ per shareholder. This means that with each additional shareholder, the minimum will increase by 1 cent. Your share capital contribution payment has to be made when registering your company. Share capital contributions by OÜ’s shareholders can be made as monetary or non-monetary assets according to the Commercial Code. The amount of share capital associated with your company is determined at the time of registration but can be changed later. When completing the registration, you will have to confirm the completion of this payment to the account associated with your company.
Before this new minimum was established, the minimum share capital contribution was 2500€, and the payment could be deferred.
5. Completing the registration!
Once you have successfully completed the previous steps and submitted your application, all you need to do is wait for the court decision. The review process usually takes one business day, after which a notification is sent to your email address.
After your company has been registered in the Business Register, the next important step would be to open a banking account for your OÜ, which would cover the company’s daily banking needs.
If you do not have a business banking account at a credit or payment institution in the European Economic Area, you will need an EU IBAN account. As an e-resident, you have three options:
1. Apply for a business bank account at an Estonian bank
2. Apply for a business payments account through an EU-licensed fintech company
3. Apply for a business bank account at a bank operating in EEA
Alternative - using a Notary
Your company can only be registered online if all founders, board members etc. have an Estonian e-Residency digital ID card, an Estonian ID card, an Estonian mobile ID or Estonian Smart ID.
If this is not the case or you are interested in registering a subsidiary of a foreign company, you need to use the services of a public notary office in Estonia. This process is described in the State Portal. You can find a list of notaries on the website of the Estonian Chamber of Notaries.
Though registering a subsidiary initially requires a notary, it can then be managed entirely online with an e-Residency digital ID card once registered.
You may also need to:
Prepare legal documents
You can find templates of key legal documents for companies on the website of Startup Estonia
Watch the recording of the webinar "Managing contracts for your business":
If your company is a startup we also recommend watching the recording of a training about important legal topics for startups:
Learn more about accounting
Now you have a functioning company in Estonia through which you can start carrying out your business. But you can’t run a business in Estonia (or anywhere for that matter) without recording your transactions and keeping financial records. As your company is incorporated in Estonia, it is important that you understand the basics of Estonian accounting and legal requirements to comply with local regulations. This, of course, includes knowledge of the Estonian tax system. It is up to you to decide whether you think you need assistance on the subject or not.
Apply for licenses
Based on your area of activity, you may need to meet special requirements apply for an activity licence or submit a notice of starting an economic activity. Your service provider may be able to advise, but otherwise, you can check the Business licenses article.
Register for VAT
This is only necessary if you anticipate an annual taxable turnover of more than €40,000 due to business activity in Estonia. You can read more about this in the article about VAT registration.