Business entities in Estonia

Business entities in Estonia

list of requirements for setting up a company in EstoniaSince 2003, Healy Consultants provides our Clients with the best corporate vehicles for doing business in Estonia. There are several ways of starting a company in Estonia, the most common being through the establishment of a limited liability company (Osaühing or OÜ). Entrepreneurs who wishes to raise capital may alternatively establish a public limited liability company (Aktsiaselts or AS). Overseas companies are also allowed to set up branch offices in Estonia, or representative offices if they do not plan to run any commercial and productive operations in this country.

The Estonian limited liability company (Osaühing or OÜ)

  • The Estonia limited liability company (LLC, also known as OÜ) is the legal entity most commonly preferred by entrepreneurs for Estonia business setup. An Estonia LLC requires at least 1 shareholder, who can either be an individual or a corporate of any nationality. This entity must appoint at least 1 director who must be an individual but does not need to be resident in Estonia. A minimum paid-up share capital of €2,500 is also required to complete the incorporation process;
  • All Estonia limited liability companies must appoint a statutory auditor, if their registered share capital exceeds €25,000 or if the company meets two of the following conditions i) an annual turnover above €650,000 ii) total assets exceeding €330,000 and iii) more than 10 employees.
  • The Estonian public limited company (Aktsiaselts or AS)

    The Estonia AS requires at least 1 shareholder who can either be an individual or a legal entity to be incorporated. An AS must also appoint at least 1 director who must be an individual and must not be a shareholder of the company. The director and shareholder can be of any nationality and must not be resident in Estonia. The AS requires a minimum paid up share capital of €25,000 when being incorporated. This entity must also appoint a statutory auditor.

    The Estonian branch (filiaal)

    The Estonia Companies Code allows foreign legal entities looking to setup permanent establishments in Estonia to set up branch offices in Estonia. This entity is not considered a separate legal entity and therefore its parent company will be responsible for its obligations and activities. The branch bust appoint at least 1 director who must be an individual and must be resident of either Estonia, the EEA or the Swiss Confederation.

    The Estonian representative office (esindaja)

    An Estonian representative office is not considered a legal entity separate from its parent company and is not allowed to conduct any profit making activities in Estonia. A rep office may only carry out market research and promote products and services of the parent company in Estonia. This entity must register with the Estonian Tax and Customs Board as a permanent establishment in Estonia.

    Comparison table between Estonia business entities

     LLCPLCBranch officeRep office
    Also known asOsaühingAktsiaseltsfiliaalesindaja
    How long to set the company up?6 weeks7 weeks7 weeks6 weeks
    How long to open company bank account?4 weeks4 weeks4 weeks4 weeks
    Legal liability?LimitedLimitedUnlimitedUnlimited
    Wholly foreign owned?YesYesYesYes
    Minimum share capital?€2,500€25,000€1€1
    File annual tax return?YesYesYesNo
    Tax registration certificate required?YesYesYesNo
    Recommended corporate bank account?Danske BankNordea BankSwedbankCitadele Bank
    Does our Client need to travel?NoNoNoNo
    Resident director required?NoNoNoNo
    Resident shareholder required?NoNoNoNo
    Minimum directors allowed?1111
    Minimum shareholders?1111
    Tax identification code (TIN) needed?YesYesYesNo
    Estonia resident company secretary required?NoNoNoNo
    Corporate shareholders allowed?YesYesYesYes
    Corporate director(s) allowed?NoNoNoNo
    Estonia corporate tax rate?20%20%20%N/A
    Annual financial statements required?YesYesYesNo
    Statutory audit required?NoYesNoNo
    Regulated by?Estonian Ministry of FinanceEstonian Ministry of FinanceEstonian Ministry of FinanceEstonian Ministry of Finance
    Allowed to issue sales invoices?YesYesYesNo
    Allowed to sign contracts?YesYesYesNo
    Allowed to import and export goods?YesYesYesNo
    Can rent an office space in Estonia?YesYesYesYes
    Can buy Estonia property?YesYesYesNo
    Can own equity in other Estonia companies?YesYesYesNo
    Total Estonia business setup costs in Yr. 1€8,150€8,500€8,500€8,500
    Subsequent annual costs (incl. accounting and tax fee)€5,100€7,900€5,250€5,250
    Sample engagement invoiceEstonia LLC costEstonia PLC setup costEstonia branch setup costEstonia RO setup cost

Contact us

For additional information on our business setup services in Estonia, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Seth Ochieng, directly:
client relationship officer - Seth
estonia-travel estonia-tax estonia-government estonia ministry of economic affairs and communications estonia chamber of commerce estonia-bank estonia-tourism