Estonia – Company Incorporation Guide
Foreign‑owner friendly structures with clear steps. Use this checklist for entity choice, filings, taxes, VAT, and compliance dates.
Snapshot
- Common entity: OÜ (Private limited company). 100% foreign ownership allowed.
- Foreign owners: Allowed. If the registered address is abroad, appoint a licensed contact person in Estonia.
- Administration: No local director residency requirement; e‑Residency enables online signing.
- Registered office: Estonian or foreign address. If abroad, a licensed contact person is required.
- Registration timing: Online in hours to ~1–2 business days when all parties sign via e‑ID; longer via notary.
How to set up
- Choose a name and broad objects; prepare the Articles and file online (or via notary if any party lacks e‑ID).
- Appoint the management board, set and pay in share capital at registration, and submit beneficial owner (UBO) data (update within 30 days of any change).
- Create tax e‑account access; assess VAT registration; if hiring, register employees and set up monthly TSD payroll filings.
- Open an account with an EEA bank or EMI; an Estonian IBAN is not strictly required.
Company taxes
- Corporate income tax: 0% on retained profits. Distributions taxed when paid (22% of the gross distribution, i.e., 22/78 of the net).
- Fringe benefits: Taxed monthly; employer social tax 33% applies to fringe benefits.
- VAT: Standard rate 22%. Domestic registration threshold €40,000 (rolling 12 months). Returns generally due by the 20th of the following month; EC Sales List the same day.
Accounting & filings
- Monthly TSD: Due by the 10th of the following month (covers CIT events and payroll).
- Annual report: File with the Commercial Register within 6 months of year‑end (online). Audit/review may be required based on size thresholds.
Banking, KYC, and tips
- EEA bank or reputable EMI is acceptable for capital and operations. Expect enhanced AML/KYC; e‑residents are treated as non‑residents for AML, and banks favor local ties/substance.
- Use e‑Residency so all founders/board can sign online. Decide address strategy early to avoid the contact‑person obligation. Keep a compliance calendar: TSD by the 10th, VAT by the 20th, annual report within 6 months, UBO changes within 30 days.
Ready to start? Email [email protected] or [email protected].