If a foreign company wishes to provide goods or services in Estonia on its own behalf, the company must register a branch in the e-Business Register. The registration of a branch in Estonia for companies of the Member States of the European Union is generally not an obligation but an opportunity which facilitates their operation in another Member State. The branch is not a separate legal entity and the foreign company is responsible for the activities and obligations of the branch and the foreign company can have one branch in Estonia.
Requirement for registering the branch with the e-Business Register
The requirement for registering the branch with the e-Business Register is that the company has selected a director or directors for the branch to be established and authorized these individuals to open the branch. If more than one director has been appointed for the branch, the branch may generally be represented by any one of them.
An area of activity must be selected for the branch based on the classification of Estonian Classification of Economic Activities.
How does the registration of the branch with the e-Business Register work?
The basis for opening the branch is the notarized application of the branch director. The following documents must be appended to the application:
- official certificate regarding the existence of the company in its country of location (extract from the e-Business Register or copy of the registration certificate);
- consent or licence for establishing the branch if required by legislation;
- letter of authorization certifying the authority of the branch director or copy of the resolution appointing the director;
- copy of the company’s articles or memorandum of association certified according to the laws of the country of location;
- information on the proposed main business of the branch
- contact details (telephone, website, e-mail).
The documents must be in the required format, certified by apostil, legalized and translated into Estonian. The translation must be certified by a sworn translator. Legalization is a confirmation regarding the fact that the document you submit is suitable for use in Estonia.
How long will it take to register a branch?
The time expenditure for the entire process depends on the time necessary for preparing, translating and certifying documents both in the country of location and Estonia. The branch will be entered into the e-Business Register within 5 business days of submission of the registration application.
Expenses related to register a branch
The state fee for entry of a branch in the commercial register is 200 euros, plus notary fees.
What must be done after registering a branch?
- If the branch will be operating in an area of activity subject to special requirements, you will have to apply for an activity licence.
- If your annual turnover exceeds 40 000 euros, you will have to register as a VAT payer with the Tax and Customs Board.
- If you recruit employees, they must be registered in the employment register.
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