General partnerships and limited partnerships are fairly uncommon forms of business in Estonia. They are suitable when a larger number of stakeholders are involved or for supporting the economic activity of shareholders.
The partners shall make contributions in the amount prescribed by the partnership agreement. A contribution may be monetary or non-monetary. A non-monetary contribution may also be the provision of services to the general partnership, or the transfer to or use of assets by the general partnership. The monetary value of a non-monetary contribution shall be determined by the partnership agreement.
The advantages of a general partnership or limited partnership are the following:
- simple and rapid registration
- no minimum capital requirement.
What must be done before establishing a general partnership or limited partnership
Before foundation, find the answers to the primary questions that will determine the most important rules of your company’s everyday activity.
- What will the company’s business name be?
- What will your initial area of activity be?
- Who are the partners?
- What will be the company’s place of business and its legal address?
- How will the company be run?
What documents do you need to establish a general or limited partnership?
To establish both partnerships, you first need the personal data of the partners. The partners must also have agreed on the previously stated provisions.
The following documents must be submitted to register a general or limited partnership in the business register:
- an application (digitally signed or notarised) in which you express your desire to register the partnership in the business register. The application is addressed to the registry department of the court and must contain the following information:
- the requested business name;
- the seat, address, and email address of the general or limited partnership;
- in the case of a limited partnership, the financial amount of the contribution of the partner;
- the beginning and end of the financial year;
- the names and personal identification codes or registry codes of the partners;
- the partners authorised to represent the general partnership and those only entitled to represent the general partnership jointly;
- if the address of the partnership is in a foreign country, the name and personal identification code or registry code of the contact person, and the Estonian address for the delivery of declarations of intent and procedural documents addressed to the general partnership, as well as the email address of the contact person;
- numbers of means of communication;
- information about the proposed main activity;
- proof of payment of the state fee.
If you register the partnership with the help of a notary, the notary will prepare an application for the establishment of a general or limited partnership for you.
How to register a new general partnership or limited partnership
Register online
You can register a general or limited partnership electronically in the E-BusinessCompany Registration Portal. You can do so if all of the founders, other persons related to the registration entry have an ID card or Mobiil-ID and can provide digital signatures.
Start electronic registration of the company
Founding a general or limited partnership through a notary
To allow the founding of the general or limited partnership to proceed efficiently, first make sure which documents you will need for completing the application process. Notary offices will also have samples of documents necessary for establishing the company.
What are the costs involved in establishing a general partnership or limited partnership
The state fee for entering a general partnership or limited partnership into the register is 20 euros. If you use the services of a notary to establish the general or limited partnership, you will have to pay a notary fee as well. The fee for notarizing the authenticity of a signature on the application is 12.75 euros. If you would like the notary to prepare a draft application, an additional fee of 18.20 euros will be charged. VAT shall be added to all of the notary fees.
How long will it take to register a general or limited partnership
The registrar will review the petition for entry within 5 working days from its arrival and in expedited procedure, by no later than the next working day from its arrival.
What must be done after establishing a general partnership or limited partnership
Depending on the company’s area of activity and size, a varying number of additional steps must be taken.
- If you will be operating in an area of activity subject to special requirements, you will have to apply for an activity license.
- If your planned annual turnover exceeds 40 000 euros, you will have to register as a VAT payer with the Tax and Customs Board.
- If you hire employees, you will have to register them in the employment register.
NB! In the E-Business Portal, the founded company can register as a person liable to value added tax and register their employees when founding their company.
Related articles
- Comparison of each form of business
- Dissolution of a general partnership or limited partnership
- Compulsory dissolution of a general partnership or limited partnership
Services
Laws
- An Act on the General Part of the Civil Code
- Value-Added Tax Act
- Commercial Code
- State Fees Act
- General Part of the Economic Activities Code Act
- Notary Fees Act