Registering a company
- Electronic registration via the e-Commercial Register’s Company Registration Portal
- Registering a company through a notary
- Registration as a VAT payer
- Registering as a VAT payer in the case of lower turnover
When you have settled on a suitable form of business, selected a busineess name and area of activity, you can begin registering the company.
There are two ways of doing so:
- electronic registration via the e-Commercial Register’s Company Registration Portal
- through a notary.
The Commercial Register registrar will enter your company into the Commercial Register.
Electronic registration via the e-Commercial Register’s Company Registration Portal
Electronic registration is the most convenient and quickest way of establishing a company. In order to log in to the Company Registration Portal and perform the registration procedure, you need an ID-card or Mobile-ID, and the digital signature software.
You can register a business electronically in the Company Registration Portal only in the case all persons related to the establishment (members of the management board, founding members, members of the supervisory board etc.) are able to sign the initial entry application and establishment documents digitally.
The Company Registration Portal can be used to register private limited companies, general partnerships, limited partnerships and non-profit associations, and enter business as a self-employed person. Commercial associations or public limited companies cannot be established electronically. Upon the electronic registration of a private limited company, one must enter data concerning the founding members and the company to be established; enter the business name; design a template for articles of association; pay the state fee; and make a share capital contribution, if desired. The Company Registration Portal enables establishing a company without immediately making the share capital contribution as well.
In the best case, electronic registration will take only a few hours but still it is advisable to budget one business day.
Registering a company through a notary
If you do not have the option of establishing the company electronically or do not wish to do so, you can use the services of a notary.
You will have to do so in case if:
- the contribution of the company’s share capital is not monetary but rather a monetarily appraisable thing or proprietary right to be transferred to the private limited company (such as equipment, software etc);
- the founders of the company cannot digitally sign documents.
First make the contribution of share capital and pay the state fee. Then, with the assistance of a notary, prepare and file the following documents with the Commercial Register:
- memorandum of association;
- articles of association;
- information on communications devices;
- bank certificate regarding deposit of share capital;
- certificate regarding payment of state fee.
The notary will prepare the necessary documents for you. The notary’s office will have all of the samples of documents and templates necessary for founding companies.
Registering a company through a notary will usually take 2-3 days.
Registration as a VAT payer
If the taxable annual turnover of your company exceeds 40,000 euros per calendar year, you are required to register the company with the Estonian Tax and Customs Board as a VAT payer. The registration application must be submitted within three business days from the moment at which the 40,000-euro turnover threshold was reached. If the turnover is below that limit, registration is not obligatory.
Transfer and sale of non-current assets are not included in taxable annual turnover. Nor will you incur the obligation of registering as a VAT payer if the entirety of the taxable turnover consists of turnover taxable at a 0% rate.
Registering as a VAT payer in the case of lower turnover
Companies that have an annual turnover of below 40,000 euros should still register as a VAT payer if they plan to buy costly fixed assets or raw materials for manufacturing products or providing services (computers, equipment, production lines etc). Registering as a VAT payer gives you the right to receive from the state refunds of input VAT paid on goods and services. The amount of input VAT depends on the amount in which you bought the goods and services and the nature of the purchases. In such a case, you would have to substantiate that you are engaged in business in Estonia or are going into business in Estonia.