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 could register your company entirely online.
1. Deciding on the name of your company
Bear in mind that you can only use Latin letters 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 at 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 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 here. 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. You can read more about these here.
3. Obtaining a legal address and a contact person located in Estonia
Your company needs to have an Estonian legal address that can be acquired from licensed service providers by annual subscription. It is not allowed to register a P.O. box as an address. Also, while there is no requirement to have a local director (management board member of the company), you need to appoint an authorised local contact person. 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 legal address and 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 for registering 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 Business Register API service.
The state fee for establishing an OÜ online is 190 euros and it must be wired to the account of the Estonian Ministry of Finance and linked to your application. Other payment options such as card payment and PayPal are only available on the websites of company formation agents using Business Register API service.
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. If you have trouble signing the application with your Estonian e-resident card, then most probably you need to update Estonian ID-card software called DigiDoc or your browser plugins are not installed and enabled. You can find troubleshooting advice here.
4. Making a monetary share capital contribution
The suggested solution would be to postpone the payment and establish a company without making a share capital contribution during the establishment process. This is because, in principle, the share capital contribution can be made either by transferring funds to the company’s start-up bank account or to the designated depository bank account of the Company Registrar. In practice, however, using one of the two alternatives is more suited for Estonian physical residents, who already have a relationship with an Estonian bank. You need to also choose a time on the application there stating when you will make the payment in the future.
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 bank 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:
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, or an Estonian, Latvian or Belgian ID card, Estonian or Lithuanian mobile ID and they are private persons.
If this is not the case or you are interested in registering a subsidiary of a foreign company, you need to use services of a public notary office in Estonia. This process is described in the State Portal. You can find a list of notaries from 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:
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 the local regulations. This, of course, includes knowledge on 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 or 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.
If necessary, register an activity or apply for a license with the Register of Economic Activities.
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.
You can find templates of key legal documents for companies on the website of the Startup Estonia