Are you looking for information about setting up a business in Estonia? You have come to the right place, in this article we will explain two primary avenues for becoming an Estonian business owner – Foundation and Acquisition.
If you opt to found a company, you will be able to draft its memorandum and articles of association, which will provide the non-standard solutions necessary to address your specific business interests.
When you acquire the share(s) of an already registered company, and the right to operate its bank account, you will be able to start conducting your business right away.
Before a company can be registered, it is necessary to verify the business name of the company.
After the foundation documents or acquisition contracts are drafted we shall book an appointment with the notary to complete the notarial acts. All founders of a company or their representatives, as well as all members of the management board must personally participate in the notarial acts required to be performed to found a company.
Consent of the persons in question is required for their election as members of the management board.
After the foundation documents are attested by the notary, the founders shall open a start-up account with a bank, and shall deposit their share capital contributions to that account. The bank will issue a notice confirming the payment of the share capital.
After the company’s share(s) have been acquired, we shall provide the new management board members with authorisations to use the corporate bank account, while the previous management board members’ powers to operate the account are cancelled.
After the state and notary fees are paid, the foundation documents or share transfer contract(s) are forwarded to the registrar of the commercial register. The registration process will take up to 5 (five) business days.
It is also possible to arrange the foundation of a company or acquisition of the share(s) of a registered company via a representative. The founder(s) of a company or the person(s) acquiring the share(s) shall issue such representative a notarised Power of Attorney to found a company or to acquire its share(s).
A Power of Attorney issued by a foreign company or a non-resident individual must be either apostilled or legalised.
A public document intended for use in another country needs to have its authenticity certified in a way that is recognised internationally. Therefore such document needs to be legalised or certified by a certificate (apostille), unless an international agreement provides otherwise.
If a foreign company is registered in a country, which is a signatory to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (see the list), the signature and the seal on the document shall be certified by a certificate, i.e. an apostille issued by an authorised official of the country of origin (e.g. an official of the Ministry of Justice or Ministry of Foreign Affairs). If however the legal entity is a resident in a country, which is not a signatory to that convention, the registry documents shall be first certified by the respective authority of that country, and then legalised by the Embassy of the Republic of Estonia, or the consular department of the Ministry of Foreign Affairs.
1) Details of the founder(s) (name, address, registry code/ personal identification code)
1.1) If the founder is a legal entity – details of the representative(s) (name, address, registry code/ personal identification code).
2) Details of the members of the management board (name, address, personal identification code and date of birth).
3) Business details –
3.1) The desired business name
3.2) The amount of the share capital and its division among the shareholders
3.3) The start and end of the financial year
3.4) The principal area of activity.
4) Contact details –
4.1) The registered office
4.2) Address and postal code
4.3) means of communication (telephone, e-mail, web address).
If the residence of at least one-half of the members of the management board is not in Estonia, in another Member State of the European Economic Area or in the Swiss Confederation, the company shall submit the registrar the Estonian address of one person, which can be used for the delivery to such person of the procedural documents of the company and the declarations of intent addressed to the company.
We at Anson|Baer are more than happy to assist you every step of the way along this journey and make sure your Acquisition or Foundation of an Estonian company is a smooth process. Fill out our form or contact us via email to get started!