How to start an Estonian company
Foundation and Acquisition of Company in Estonia
If opting to found a company you will be able to draw up its memorandum and articles of association such that they provide for the non-standard solutions necessary to tackle 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.
I The process of foundation or acquisition of share(s) of a company
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 share(s) of the company have been acquired we shall provide the new members of the management board the authorisations for using the corporate bank account, while the powers of the previous members of the management board to operate the account are cancelled.
After the state fees and the notary fees are paid, the foundation documents or share transfer contract(s) are forward to the registrar of the commercial register. The registration process will take up to 5 (five) business days.
II Acting via a representative
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.
III Founder or acquirer is a foreign legal entity
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.
IV Preliminary data
Details of the founder(s) (name, address, registry code/ personal identification code). Additionally, if the founder is a legal entity – details of the representative(s) (name, address, registry code/ personal identification code).
Details of the members of the management board (name, address, personal identification code and date of birth).
The desired business name; the amount of the share capital and its division among the shareholders; the start and end of the financial year; the principal area of activity.
The registered office; address and postal code; 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.