Estonia – Company Incorporation Guide

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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

  1. Choose a name and broad objects; prepare the Articles and file online (or via notary if any party lacks e‑ID).
  2. 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).
  3. Create tax e‑account access; assess VAT registration; if hiring, register employees and set up monthly TSD payroll filings.
  4. 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].