How Unicount company formation worksWhatsApp
Building a business can be tough, but starting a company should be simple. If you can register a domain name for your company in a few minutes then why not your company too?
That’s why Unicount was created. Unicount is the simplest way to register an Estonian company. It’s also the simplest way to start a paperless EU company from anywhere in the world. It takes just five minutes. Unicount is used by citizens and residents of Estonia, but also a growing number of people around the world because all you need is an Estonian digital ID, which can be obtained by citizens of other countries living outside Estonia through e-Residency.
So here’s a guide for how to establish a paperless EU company through Unicount.
What is Unicount?
Unicount provides company creation via the Estonian Business Register’s API, as well as a virtual office and accounting with tips and support for managing a company in Estonia. You are welcome to use the state’s e-Business Register if you choose, but Unicount offers everything you need to complete the process including more guidance, more services, and less hassle.
Ingmar Vali, the Head of the Court Registers department at Estonia’s Centre of Registers and Information Systems, explains: “We developed this API to give service providers an opportunity to develop a better user experience by combining public and private services.” One of the best samples of it is that Unicount has made company formation available in 7 languages compared to the 2 (Estonian and English) that government offers.
We’re entrepreneurs here ourselves at Unicount and we’ve created many Estonian companies already between us so we know how tricky it can be sometimes. We also love good user experience and never stop working on ways to improve it.
The only notable limitation of the API is that Unicount is for establishing a company with one founder who is a real physical person founder. If you’d like to have multiple founders or a subsidiary of an existing legal entity in Estonia then you will need to either use the e-Business Register, find a notary, or add additional shareholders afterwards.
Registering a paperless EU company through Unicount
You must be a citizen, resident or e-resident of Estonia in order to use the Unicount company formation service. That’s because you need an Estonian personal identification code (known as an ‘isikukood’), as well as your digital ID for access and signing. Unicount is compatible with all Estonian digital ID cards (such as those held by citizens, residents and e-residents), as well as Estonian Mobile-ID and Smart-ID.
To get started, visit Unicount.eu. You’ll find self-service available in English, Estonian, French, Spanish, German, Turkish and Russian. You’ll first see this search box where you can check if your company name is available or too similar to Estonian companies and trademarks already registered in the EU.
The total cost of registering a company through Unicount is €290, which includes the €265 state fee and €25 Business Register API fee. Unicount makes no money on your formation because this is exactly what it costs us to use the API – but we think it’s worth it for a simple, quick, and smooth company setup – and then we cover payment processing fees ourselves.
Your company name must be written in the Latin alphabet and contain no special characters. As an example, I’m going to start my own company selling apples. So I want to call it Adam’s Apples.
In Estonia, a limited company is known as an OÜ so you’ll see those legal letters at the end of your company name, which is the equivalent to ‘LTD’ in many other countries.
I entered my preferred name into the box and discovered that no one else is using that name, although there are some companies with similar names. In this case, a clerk in the Court Registers department would need to rule about whether there is likely to be confusion between your chosen name and the names of any companies or trademarks that already exist. If the name does get rejected then you can apply again through Unicount using a different name at no extra cost.
I could start my search again, but I’ve decided that there is no reasonable cause for confusion here with the other companies listed. So I’ve clicked on ‘try to register this name anyway’.
By the way, you can see in the bottom right corner that there’s an option for live chat. We’re available there every weekday if you need any extra help through this process.
The next step requires you to authenticate yourself using your Estonian digital ID.
You can choose your ID card, your Mobile-ID or your Smart-ID. If you’ve never tried Smart-ID then here’s why e-residents are signing up for Smart-ID. Authenticating your identity online requires you to enter PIN1 with any of these methods.
On the next screen, your name and personal identification code are already filled out, then you just need to add contact details and information about your citizenship and residence.
For the purposes of this example, I’m British and living in London.
After this, I’ll be taken to a screen where I have to fill out a few details about my new company. Again though, we don’t take any more information than is absolutely necessary for the legal process.
You’ll need a field of activity code for your business so you can start by searching for that or picking from one of the most popular codes on the drop-down list. Just to the right, you’ll also see your share capital contribution is set at our default level, which is €1. That’s the amount you will need to pay into your company’s bank account in return for your shares. You can go as low as 1 euro cent though or as high as 50 000 euros. If you go for the 1 cent you oughta know that the least shareholding per shareholder is 1 cent so you cannot add shareholders later without increasing your share capital. We have described everything you need to know about the share capital of Estonian companies.
You’ll need to enter your company contact details too. Bear in mind that your company email address is not going to become publicly listed unless you tick the box “Disclose my company email to the register”. Every Estonian company needs a registered office address in Estonia or a licensed contact person if the address is not in Estonia and the aim is to be a tax resident of another country. Starting from 1 February 2023 it is possible to register an Estonian company to a foreign address.
All companies registered through Unicount use the same standard Articles of Association, which is ideal for solo entrepreneurs. You can find and change that later in the Business Register if needed, such as changing share capital or shareholder rights.
The next screen simply asks you to confirm all the details you’ve entered so far.
If you chose Unicount’s virtual office then your registered company address will be Veskiposti 2-1002 at the brand new Avala Electra Building in Tallinn.
Next, you can use your digital ID to sign your application.
Here, you can also download your full application, which contains your company’s articles of association. You can open the downloaded container with the Estonian government’s DigiDoc software. Once you are happy with everything, click ‘Sign application’ then you can digitally sign it using your PIN2 for whichever method of digital identity you have chosen.
The final step is simply to make your payment, which you can easily do via Stripe with Apple Pay, Google Pay and Mastercard, Visa, Amex, or UnionPay cards. If you have an Estonian, Latvian or Lithuanian bank account then you can also use a bank link. After your company is registered Unicount will issue you a tax invoice. When paying via card Unicount will ask for you to check your company card information before charging recurring annual virtual office fees so that these can be paid for by your company.
Done! And you can probably do all this in about the same time it took to read this article. You will get an immediate email confirmation that your company application has been submitted and we need some Client Data before we are allowed to provide you with the formation service. Then you will be notified again when the court has approved your application. This usually takes about one working day if you submit your Client Data right with your application.
What if I just need a virtual office?
You may already have an Estonian company but want to switch to Unicount’s virtual office service. That’s often the case when e-residents no longer require accounting from their existing bundled service provider or simply because they want to save money on their virtual office bill. Some e-residents sign up for accounting straight away, but then discover their trading volumes are low enough to not need monthly accounting and that they could benefit more from a leaner approach in their early stages. Monthly VAT reporting in Estonia, for example, is only necessary after your company has more than €40,000 of taxable supplies in a calendar year.
There’s a separate process to subscribe only to a virtual office through Unicount at Unicount.eu/en/virtual-office. It’s just as simple though.
After that, you’ll need to update your company’s registered address and contact person in the Estonian Business Register. We put together a complete guide here in the Unicount FAQ: ‘How do I change my registered office address and contact person?’
You may also decide to register your company in the state’s e-Business Register too. That’s fine by us too if you don’t need the additional support and want to save 25€ for the API fee that Unicount has to charge for its quick online formation service. In fact, you’ll need to use it anyway if you are keen to establish a company with multiple shareholders from the start. However, you’ll still need a registered office address or contact person in Estonia, which can be obtained through Unicount’s virtual office signup.
And if you are setting up a new company but using the Estonian Business Register then we put together a guide here on how to do that while still using our virtual office subscription service: ‘How can I use Unicount address and contact person service when registering a company on my own?’
Thanks for reading!
This article was written by Adam Rang, Communications Director at Unicount. You can get started with Unicount at Unicount.eu.