Advices

ADVICE #130

How to register a company in Estonia?

The most popular organizational form for a small company in Estonia is Osauhing (OU), the analogue of the Russian LLC. In addition, entrepreneurs can register a public limited company (Aktsiaselts, AS).

There are not any restrictions for foreigners to register a business in Estonia. The minimum size of the share capital in OU is 2500 euros, but according to the Estonian laws do not need to make it either before registration or immediately after (up to three years). Temporary waiver of Deposit of the capital has its consequences: shareholders personally liable for the obligations of the company in the amount of the declared (but not paid) payment and cannot pay his income from profit (dividends).

In fact, the share capital can be formed from the profits of the company when it is received. Another feature of the Estonian OU - no need for the Director of the company. Its duties may be performed by the members of the Board (who may be shareholders or one shareholder). If the management company does not have an EU resident, the company must be registered in the Commercial register of the local contact person for this registration (legal address) of the company must reside in Estonia.

To register the company is required to prepare Memorandum of Association (or the decision of the founder, if it is one) and the Charter of the future company and to sign at the notary. The next stage offers a "starter account" in the Bank, where share capital is paid. If the founders do not want to make capital, you can skip this step.

The founders pay the state duty in the amount 140.6 Euro. Further there is, in fact, the company registration in the Commercial register, where to submit articles, memorandum, registration statement, and information about ways of communication with the shareholders, a certificate of payment of capital (if it was made) and a certificate of payment of state duty. A notary can prepare all necessary documents. If the documents are in order, the registration takes place within 2-3 days (max 5 days).

After registration of the firm, it should be put on the account in Tax and customs Board, health insurance Fund and the Labor Inspectorate. If the company operates in the area with restrictions, it must be registered in the register of economic activities (and get permission, if necessary).

Эстония

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