Effortlessly incorporate and manage your company in Estonia with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.
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Unlock Growth Opportunities in an Emerging Market
It requires fewer expenses to set up and run a company
Simplified compliance requirements and regulatory processes.
A large and young population provides a dynamic workforce.
Allows for foreign shareholding up to 100% in the company.
Everything You Need for Seamless Company Formation
Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.
We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.
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Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.
You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.
You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.
You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.
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Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.
Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.
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Mandatory documents and information required for your company formation
A certified true copy (scanned version) of the passport (valid for at least 6 months)
A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.
One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.
It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).
It must be the most recent version and dated within the last 3 months.
Please provide us with certified true copy (scanned version) of the following company documents:
Certificate of Incorporation
Memorandum and Articles of Association / Constitution
Register of Director
Register of Shareholder / UBO
Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).
All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.
From Paperwork to Approval: Making Company Formation Fast and Straightforward
Click here and fill out the short form to let us know your requirements.
Afterwards, our team will get in touch with you to guide you through the process.
Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.
During the process of due diligence, our team might request additional information, documents, or clarification as needed.
If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.
Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.
We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.
We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.
If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.
As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.
We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.
Get in touch and ask us anything. We'd love to help.
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The Private Limited Company, or OÜ, is the most popular business structure in Estonia for both locals and foreigners. It requires a minimum share capital of €2,500, though this can be deferred if the shareholders' contributions are below €25,000. The liability of shareholders is limited to their contributions, making it a preferred choice for small and medium-sized enterprises. Additionally, Estonia's e-Residency program allows non-residents to manage an OÜ entirely online, offering significant flexibility.
A Public Limited Company, or AS, is typically used for larger businesses that may seek to raise capital by offering shares to the public. The minimum share capital required is €25,000. This structure is more complex and involves stricter regulatory requirements, making it suitable for businesses that plan to scale significantly. Shareholders' liability is limited to their investment in the company.
A General Partnership is formed by two or more individuals or legal entities who share unlimited liability for the partnership’s obligations. This entity does not require a minimum capital investment and is based on a partnership agreement. It's best suited for businesses where partners are actively involved in management and prefer a straightforward structure without the need for extensive formalities.
A Limited Partnership involves at least one general partner with unlimited liability and one limited partner whose liability is restricted to their capital contribution. This structure is beneficial for investors who want to contribute capital without being involved in day-to-day operations. Like the General Partnership, no minimum capital is required, and it is governed by a partnership agreement.
A Sole Proprietorship is the simplest form of business in Estonia, ideal for individuals who want to operate a small business on their own. The owner has unlimited liability, meaning personal assets can be used to cover business debts.
Foreign companies can establish a Branch Office in Estonia to conduct business activities in the country. The Branch is not a separate legal entity but an extension of the parent company, and it must follow Estonian regulations while being liable for the parent company’s obligations.
Yes, foreigners can incorporate a company in Estonia, and the country has established a highly favorable environment for foreign investors. Estonia's business-friendly policies and advanced digital infrastructure make it an attractive destination for foreign entrepreneurs looking to establish a company.
In Estonia, there are no restrictions on foreign ownership of companies. Foreigners can fully own an Estonian company, with the most common structure being the Private Limited Company (Osaühing or OÜ). This structure allows for 100% foreign shareholding, meaning that one or more foreign individuals or entities can hold all shares in the company.
One of the standout features of Estonia's business environment is its e-Residency program, which allows non-residents to establish and manage a company entirely online. Through e-Residency, foreign founders can sign documents, access banking services, and manage their business remotely, without needing to visit Estonia. This program has been particularly beneficial for digital entrepreneurs and those who wish to operate in the European market while residing elsewhere.
Estonia has implemented various laws and regulations to protect foreign investments and ensure a transparent business environment. The Estonian Commercial Code governs the incorporation and operation of companies in Estonia. It provides clear guidelines on company formation, shareholder rights, and corporate governance. Additionally, Estonia adheres to EU directives, ensuring that the legal framework aligns with European standards.
The country also has a strong record of protecting investor rights, as evidenced by its high ranking in the World Bank’s Doing Business report. Estonia's legal system is transparent, with an independent judiciary that ensures fair treatment of both domestic and foreign investors.
Estonia actively encourages foreign investment through various incentives and reforms. The country offers one of the most competitive tax systems in Europe, with a 0% corporate income tax on retained and reinvested profits. This means that companies only pay taxes on distributed profits, which significantly enhances cash flow and the ability to reinvest in the business. Additionally, Estonia has double taxation treaties with over 60 countries, which help to prevent the double taxation of income earned by foreign investors.
Reforms aimed at reducing bureaucratic red tape have also made it easier for foreign investors to start and operate businesses in Estonia. For example, the incorporation process can be completed online in a matter of hours, and there are minimal requirements for physical presence, making it an ideal jurisdiction for remote businesses.
A Private Limited Company in Estonia requires at least one director, who is responsible for the management and representation of the company. The director can be of any nationality, and there are no residency requirements, which means that foreigners can serve as directors without needing to live in Estonia. However, if the board of directors is located outside of the European Economic Area (EEA), the company must appoint a local contact person in Estonia. Corporate directors are not allowed in Estonia.
A minimum of one shareholder is required to establish a Private Limited Company in Estonia, and like the directors, shareholders can be of any nationality. There are no restrictions on foreign ownership, allowing for 100% foreign shareholding in the company. Shareholders can be either natural persons or legal entities, and nominee shareholders are also allowed. The shareholders' liability is limited to the amount of share capital they have contributed to the company.
If the company’s board of directors is based outside the EEA, the company must appoint a local contact person or representative in Estonia. This person must be a resident of Estonia and will serve as the official contact for Estonian authorities. The local agent or representative is responsible for receiving official documents and ensuring that the company complies with local regulations.
The minimum share capital for a Private Limited Company in Estonia is €2,500. This amount can be deferred if the shareholders’ total contributions are less than €25,000. The share capital can be paid in cash or through a non-monetary contribution, such as assets or property. The share capital must be fully paid up before the company can distribute profits.
Estonian law requires that a Private Limited Company must have a registered office address in Estonia, which serves as the company’s official location for receiving legal and tax-related correspondence. This address must be a physical location in Estonia, but it does not necessarily need to be a traditional office space; virtual offices are commonly used by foreign entrepreneurs.
To incorporate a company in Estonia, you need to prepare and submit various documents. These documents are essential to comply with Estonian regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.
The first step for most foreign entrepreneurs is to obtain Estonia’s e-Residency, which allows you to access the country’s digital services and manage your company online. The e-Residency program provides you with a digital ID card, enabling you to sign documents and conduct business remotely. The application process can be completed online and typically takes a few weeks.
Select a unique company name that complies with Estonian naming conventions. The name must be distinct and not already in use by another entity. You can check the availability of your chosen name through the Estonian Business Register’s online portal.
Determine the amount of share capital you will contribute to the company. For a Private Limited Company (OÜ), the minimum required share capital is €2,500. You may defer the payment if the total contributions are below €25,000, but it must be fully paid before profit distribution.
You can register your company online through the Estonian Business Register’s portal if you have e-Residency. The process involves filling out the necessary forms, providing details about shareholders and directors, and submitting the company’s articles of association.
After registration, you’ll need to open a bank account in Estonia for your company. This account will be used to deposit the share capital and manage the company’s finances. Some e-Residency service providers offer virtual banking options, which can be convenient for foreign entrepreneurs.
Once your company is registered, you must register for taxes with the Estonian Tax and Customs Board. This includes obtaining a VAT number if your company’s turnover exceeds the threshold or if you plan to engage in activities requiring VAT registration. Tax registration is typically straightforward and can be done online.
After incorporating a company in Estonia, several compliance requirements must be met to ensure your business remains in good standing with Estonian authorities. These obligations are crucial for maintaining the company’s legal status and avoiding penalties.
Every Estonian company is required to file an annual report with the Estonian Commercial Register. The report includes financial statements, a management report, and other relevant details about the company’s operations. The deadline for filing the annual report is six months after the end of the financial year. The report must be prepared in Estonian and in compliance with Estonian accounting standards.
Companies in Estonia must maintain accurate and up-to-date accounting records in accordance with the Estonian Accounting Act. Depending on the size and nature of your business, you may need to follow specific accounting standards, and some companies may also require an audit. Additionally, companies must file regular tax returns, including VAT (if applicable), corporate income tax, and social tax for employees. VAT returns are generally filed monthly, while corporate tax obligations depend on profit distribution.
If your company’s annual turnover exceeds €40,000 or if you engage in activities subject to VAT, you must register for VAT with the Estonian Tax and Customs Board. VAT returns must be filed monthly, and any applicable taxes must be paid on time to avoid penalties. Corporate income tax in Estonia is unique, as it is only levied on distributed profits, allowing companies to reinvest earnings without immediate tax consequences.
If your company hires employees in Estonia, you must register as an employer with the Estonian Tax and Customs Board and comply with local labor laws. This includes withholding and paying social tax, unemployment insurance contributions, and ensuring that employment contracts comply with Estonian labor regulations. Employers must also provide a safe working environment and adhere to employment standards set by Estonian law.
Any changes to the company’s structure, such as changes in shareholders, directors, or the registered address, must be reported to the Estonian Commercial Register. These updates must be filed promptly to ensure that the company’s records are accurate and up-to-date. Failure to report changes can result in fines or other legal consequences.
Foreign investors looking to establish or invest in a company in Estonia may apply for a D-visa (long-stay visa) or a Temporary Residence Permit (TRP) for Business. The D-visa allows for stays of up to 12 months and is suitable for those who need to manage their business in Estonia temporarily. For long-term residency, the TRP for Business is more appropriate, granting residency for up to five years. To qualify, the investor must either have significant investment in an Estonian company or plan to engage in substantial business activity in Estonia.
Foreign employees wishing to work in Estonia can apply for a D-visa if they plan to work for a short period or for a Temporary Residence Permit for Employment for long-term work. The TRP for Employment is valid for up to five years and can be extended. To obtain this permit, the employer must offer a job that meets the criteria set by the Estonian Unemployment Insurance Fund, which includes a minimum salary requirement of at least the average Estonian gross salary. The employer must also register the employment contract with the Estonian Police and Border Guard Board before the employee arrives in Estonia.
Highly skilled professionals from non-EU countries may be eligible for the EU Blue Card, which allows them to live and work in Estonia and other EU countries. To qualify, the applicant must have a valid job offer with a salary that is at least 1.5 times the average gross salary in Estonia. The Blue Card is typically granted for a period of up to two years and can be renewed.
Estonia has a special Startup Visa program designed to attract entrepreneurs who wish to establish a startup in the country. This visa is available for founders of innovative startups who have received endorsement from the Estonian Startup Committee. The visa is valid for up to 18 months and can be extended. Additionally, startup founders can apply for a Temporary Residence Permit for Startup Entrepreneurs, which allows them to stay in Estonia for up to five years.
Family members of foreign investors or employees holding a Temporary Residence Permit can also apply for a residence permit to join their family member in Estonia. This permit allows spouses and children to live, work, and study in Estonia.
In Estonia, Value Added Tax (VAT) is applicable to most goods and services sold within the country. The standard VAT rate is 20%, with reduced rates of 9% applicable to specific goods and services, such as books, periodicals, and certain pharmaceuticals. Companies must register for VAT if their annual turnover exceeds €40,000 or if they are engaged in activities subject to VAT, regardless of turnover.
Once registered, companies must file VAT returns regularly, typically on a monthly basis. These returns detail the VAT collected on sales and the VAT paid on purchases, with the difference being payable to or refundable by the Estonian Tax and Customs Board. Companies conducting cross-border transactions within the EU must also comply with the EU VAT regulations, which may involve additional reporting requirements.
Estonia’s corporate income tax system is highly favorable for businesses, as it only taxes distributed profits. This means that profits retained and reinvested in the company are not subject to corporate income tax, which is a significant advantage for growing businesses. The corporate income tax rate on distributed profits is 20%, calculated as 20/80 on the net amount of the distribution. This tax is paid only when profits are distributed to shareholders, allowing companies to reinvest earnings without an immediate tax burden.
Estonia generally does not impose withholding taxes on dividends, interest, or royalties paid to non-residents. This lack of withholding tax further enhances Estonia’s appeal to foreign investors, as it simplifies the process of repatriating profits. However, if payments are made to residents of low-tax territories, some exceptions may apply, so it is essential to consult with a tax advisor to ensure compliance.
While personal income tax is not directly a corporate tax consideration, it is relevant for company directors and employees. Estonia has a flat personal income tax rate of 20% on all income, including salaries and dividends. Dividends received by individuals are taxed at the same 20% rate but are exempt from further taxation if they have already been taxed at the corporate level.
Employers in Estonia are required to pay social tax on behalf of their employees, which funds social security benefits. The social tax rate is 33% of the employee’s gross salary, with 20% allocated to pension insurance and 13% to health insurance. Employers must also withhold and remit personal income tax and unemployment insurance contributions from employees' salaries.
Estonia has entered into double taxation treaties with over 60 countries, reducing or eliminating the risk of double taxation on income earned in Estonia by residents of these countries. These treaties often provide for reduced withholding tax rates on dividends, interest, and royalties, and allow for tax credits or exemptions on income taxed in Estonia.
