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Estonian company formation

Estonian company formation for e-residents

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Adam Rang, Communication director

You can establish and manage an EU company online from anywhere using an Estonian government-issued digital identity card. And wherever you are in the world, you can get one by applying for e-Residency of Estonia so that you can also run a company fully online from anywhere.

Unicount offers an easy online Estonian company formation service. With our tutorial videos and online chat support, you can also set up an Estonian limited company with a virtual office in five minutes or less. All you need is a digital identity supported by the Estonian Business Register. In this article, we will share our expert tips with those of you who would like to register a company in Estonia.

We want to give away as much help and advice as we can because we aim to make our clients self-sufficient in how they run their businesses. You can also read our free advice from our website unicount.eu.

Limited company in Estonia

The most common business in Estonia is a limited company, which we call osaühing or OÜ for short in Estonian. Estonians have already been able to register a company online since 2007. Our young founders don’t even remember doing it any other way. A limited company means a separate legal entity with its own finances and your personal liability is limited. For example, if your company goes bankrupt, you don’t personally go bankrupt.

Unicount has an awesome online company formation service. To register a company you need a supported electronic identity to log in and insert some basic information about yourself and your company. As a regulated service provider we also need to ask for your government-issued ID and verify it.

How to choose a company name

The first thing you need is a company name.

You should come up with a good name using the Latin alphabet. Be aware that your company name must be unique and clearly distinguishable; there can be no overlap with existing companies and registered trademarks. On top of that, you might want to check if the social media handles and domain names are free and get them registered too. It is easy to see if your desired company name is available by going to the Unicount website to check your name against Estonian business names and registered EU trademarks.

Technically you can proceed with company formation even when there are similar names or trademarks found, but we really don’t advise this because you know you might get into a lot of problems in the future. A refusal of your name would be communicated to you via a court PDF document which would be written in Estonian. When this happens you can change the application online and re-submit it with a new name.

We are often asked how you can be sure that your name will be accepted. Well, there is no way to know in advance if the company name will be accepted or not unless you pre-register the name for a fee. The court clerks make their own decisions. They also compare the field of activity code and trademark classes when similar names are asked.

So sometimes it might pay off to choose a different field of activity when you see a possible similar name or trademark.

How to pick a field of activity code

Choosing your main area of activity might be the second hardest part of starting your company after finding a non-conflicting name.

So you’ll see in the Unicount web app that it is easy to select the area of activity from a dropdown list of the most popular choices. If you need to search for additional codes, then you can use the text search function.

So just pick the activity which corresponds most closely with your planned source of revenue.

You can only select one activity during the registration but your company can have multiple activities.

After registration, you can’t really change your field of activity. But your publicly displayed field of activity will be automatically detected and updated according to your annual accounts, based on which activity generated the most revenue for the company.

And please keep in mind that some areas are subject to special requirements and require specific activity licenses which you need to obtain before starting to trade.

How much share capital is needed

You can start a company with a share capital amount that suits your business and personal finances. The least share capital is equal to the least value of one share, which is 1 cent. In our online formation service, we have set the default share capital to 1 euro. Share capital should be deposited to the company business account from your personal account.

How to make the articles of association

All Estonian limited companies registered through Unicount have the same standard articles of association. Since June 2023 the standard articles are the shortest they’ve ever been, consisting of 7 sentences. All the rest is regulated in the Estonian Commercial Code. When using the e-Business Register you can actually play around and edit the articles but you should have a good reason for doing so. You can read the English translation of the standard articles of association on our website with explanations.

How does virtual office work

Every Estonian company needs to have a registered office address. You can also register a foreign address for your Estonian company, but this would effectively make your company a tax resident of that country. Founders choosing to have foreign address need to subscribe to the mandatory contact person service that Unicount offers.

As we make no profit from providing easy online company formation, you would need to subscribe to the annual virtual office service to get your company registered through our website. An annual subscription gives you access to our Client Dashboard. It is a self-service platform for accessing your mail, official notices, messaging, and other services you may need as a founder.

What happens next

Once you receive your company registration confirmation, you’ll probably be wondering about what the next steps are. Well, there is no mandatory tax number that you need to apply for and you can start trading. Even for VAT you only need to apply after reaching certain thresholds. You just need to get a business bank account open. Just pick one of the EU-regulated fintech that is happy to have you as a Client. Banks in Estonia are not opening accounts remotely and non-resident controlled companies have little chance of getting a traditional bank account in Estonia.

What are the fees and related expenses?

The annual virtual office is the only expense you would have before you need to submit annual accounts or tax reports in Estonia. The need for our monthly accounting service would arise when you get registered for VAT in Estonia or when you employ people. Unicount has all the accounting services you may need available from the Client Dashboard.

Thank you for reading

Thank you for reading our article about easy company formation in Estonia. If you already have a supported electronic identity then what are you waiting for? You can join e-Estonia by registering a company online in about 5 minutes.

So we wish you all the best and good luck building your online business.

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