Estonia Company formation and Registration 2025

1. Choosing a Legal Structure:

• Private Limited Company (OÜ - Osaühing):
  • The most common form for small to medium-sized businesses.  
  • Requires a minimum share capital (which is very low).
  • Offers limited liability to shareholders.  
  • Public Limited Company (AS - Aktsiaselts):
  • Suitable for larger companies and those seeking to raise capital through public offerings.
  • Requires a higher minimum share capital.
   
• Branch Office:
  • An extension of a foreign company.
  • The foreign company remains liable for the branch's obligations.
   
• Sole Proprietorship (FIE - Füüsilisest isikust ettevõtja):
  • Less common for foreign investors, as it does not provide limited liability.

2. Registering the Company Online:

• e-Business Register:
  • Estonia's company registration is primarily done online through the e-Business Register (rik.ee).  
  • This requires an Estonian e-Residency card or other recognized digital identification.
  • The whole process can be done online.
    • Company Name:
    • Choose a unique company name that is not already registered.
    • The name must comply with Estonian naming conventions.
    • Articles of Association (Põhikiri):
    • Draft the company's articles of association, which outline its purpose, share capital, management structure, and other key details.
  • Share Capital:
  • Deposit the required share capital into a company bank account.

3. Obtaining Necessary Approvals:

• Commercial Register:
  • Registration with the Commercial Register is mandatory.
• Tax Registration:
  • Register the company with the Estonian Tax and Customs Board (EMTA) for tax purposes.

4. Opening a Bank Account:

• Open a corporate bank account in Estonia.
• This requires the company's registration documents and other supporting documents.

5. Obtaining Necessary Licenses and Permits:

• Obtain any necessary licenses and permits required for the business activities.
• Key Considerations for Foreign Investors:
  • e-Residency:
    The e-Residency program simplifies company formation and management for foreign entrepreneurs.
    This allows for digital signing of documents, and the use of Estonian e-services.
    
  • Legal and Professional Advice:
    Seek professional legal and business advice to ensure compliance.
  • Language:
    While English is widely spoken, some documents may need to be translated into Estonian.
  • Digital Signature:
    A digital signature is essential for online registration.
    Regulations are Subject to Change: It is extremely vital to keep up to date with any and all changes to the rules set in place by the governing bodies.
    
    By leveraging Estonia's digital infrastructure and seeking professional advice, foreign investors can efficiently establish a business presence in Estonia.