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ESTONIAN COMPANY INCORPORATION

Private commercial association — private limited company — PLC in the sphere of a small business with the number of shareholders from 1 to 10, with the number of members of the board from one to three. The company name is any with the use of the Latin alphabet, numbers, signs. Avoid geographical names, the repetition of already known brands in the Register of Estonian Enterprises. The founders/beneficiaries and members of the management board can be residents and non-residents, non-residents need to invite and register in the Charter a secretary contact person.

Why do you need a company in Estonia? What are the advantages of establishing a firm such as a private limited company?

1. There is no corporate tax on undistributed profits.
2. There is no obligation to introduce a minimum authorized capital.
3. There is no requirement to register a real office.
4. There is no need to hire full-time employees.
5. There is no currency regulation.
6. You can work at home, running an online company.
7. You can manage Internet banking.
8. You can obtain the status of an Estonian E-citizen.
9. You can sell goods and services under the Estonian (EU) mark.

Registration, incorporation, foundation, ready-made companies sale in Estonia, companies registered with the notary, remote company incorporation, foundation, corporate bank accounts in the European Union, VAT number for international commerce, accounting, contact person-secretary, business address services, residence permit through entrepreneurship in the European Union.

How much costs a company in Estonia?

Estonian company incorporation or buying the ready-made company — from 700 €, buying a ready-made company with VAT number — 2500 €. Opening bank accounts for free.

Private Limited Company — PLC

Target: the business Association is excellent for organizations in the field of a small business with the number of shareholders no more than 5-10 people
Founders: can be legal and natural persons, residents and non-residents.
Title: any name using the Latin alphabet.
Registered address: within the Republic of Estonia.
Capital: minimum capital is 2500 €.
Shares: the Lowest nominal value of the unit is 10 €. If the nominal value of the share exceeds 10 €, it must be to be the full multiple of 10 €. Shares can have the same or different nominal value. Each shareholder can have one share. In the case of purchase, the shareholder of the additional share accordingly increases the nominal value share’s. Pai gives the shareholder the right to participate in the management of PLC, in the distribution of profit and the division of the remaining property after the termination of the PLC. On the PI can be issued security. The unit is freely transferable. In case the purchase and sale agreement must be notarized.
Shareholders Meeting:

decisions of shareholders are made at meetings. The meeting of shareholders shall be convened, board. The Board convenes a meeting to approve the report for households. year and distribution of profits, as well as other statutory cases.

    • the competence of shareholders includes: amendments to the Charter;
    • increase and decrease in share capital;
    • election and recall of Council members;
    • if the PLC does not have a Board – elections and recall of Board members;
    • election of auditor;
    • the appointment of a special audit;
    • approval of the report for the economic year and profit distribution;

the decision on termination, merger, division, and transformation JSC;

  • section of the unit;
  • decision-making on other matters within the competence of the law general meeting.

the Meeting may decide if there is more than half of the meeting represented by shares of votes. The decision of the meeting of shareholders is considered to be accepted if more than half of the shareholders represented at the meeting are submitted for its voices’. The decision to amend the Charter shall be deemed adopted if it is submitted not less than 2/3 of the votes presented at a meeting of shareholders.

Shareholders have the right to make decisions without convening a meeting.

Tip: PLC should have a Board if the share capital amount exceeds   25000 € and the Management Board of the PLC consists of less than three members or if it is provided by the Charter of PLC.
Board: the Daily activities of the company are carried out of the board. A Board member does not have to be a shareholder. The minimum number of Board members — 1 person. Members of the Board may be individuals, residents, and non-residents.
Shareholders: payments to shareholders can be made once per year from net profit or retained earnings for previous households. years. The shareholder is paid part of the profit (dividend) in proportion to the cost of his Pai.
Accounting: the management Board shall organize the accounting in accordance with the law on accounting. At the end of the business year, the management Board makes an annual report and the report on activity in the order established the above-mentioned law.
The period of entering the company into the register: up to 1 week from the date of submission of documents to the commercial register.
Enterprise Liquidation: PLC terminated by the decision of shareholders, the decision the court, in view of the fact that he lost his power and otherwise provided by law or Charter grounds. In the event of termination of the PLC held its liquidation (liquidation proceeding.) The liquidators of the PLC are members of the Board. The liquidator may be a capable individual.
Transfer of Estonian company to another jurisdiction: not possible
Taxes:

income tax 26/74 in the event of a payout in the form of dividends; 0% in case of reinvestment of profit in production;
turnover tax (VAT) – 20%.

Advantages of PLC:

  • limited liability
  • as a legal entity is not subject to 26/74 income tax
  • the amount of authorized paid-in capital is small (compared to LTD)
  • no additional advice required (only if the share capital over 25,000 € and on the Board of less than 3 members)
  • protection of owners of PLC
  • each owner of PLC has a pre-emptive right to purchase shares of other owners
  • cheaper government duties (compared to JSC)
  • ideal for small and medium businesses

Incorporation documents preparation

Registration documents In Estonian are prepared by our lawyers based on the data provided by the beneficiary:
  • the name of the company Firma OÜ (you may write OU)
  • legal address-provided by the Registrar of Estonian companies
  • share capital — minimum for LLC 2500 €
  • how will be paid immediately, installments, registration without payment of capital
  • one main activity according to MTAK
  • the list of beneficial owners with percentage distribution share of 2500 €
  • the list of members of the Board, indicating the delegated rights
  • copy of the passports of the beneficiaries — founders (1-10 persons), members of the Board (1-3 persons)
  • the postal beneficiary, founders, members of the Board residence addresses
  • phone number of founders, members of the Board
  • e-mail of founders, members of the Board
  • beneficiary’s marital status

Step by Step

The signing of registration documents with a notary
Payment of state registration fee in the bank
Receipt of extracts, articles of association, other documents from the Register
Notary translation of extracts, articles of association, other documents
Apostillization of documents for each country
Maintenance when opening a multi-currency bank account
Maintenance during the registration at the Tax and Customs Board
Providing the legal address required for registration, secretary services in Estonia
Accounting services

Signing of registration documents at the notary office: Takes place on the appointed day and hour, the beneficiary/founder/founders, members of the Board of the company have to be there on time. The notary orally translates from Estonian to the English language all the documents are signed, assures them, sends to the digital form to the Register of enterprises of Estonia for approval. 

The notary may ask the following questions, which must be answered orally and in writing:

  • For what purpose does the company open in Estonia? Answer: The Intention to open and expand business in the European Union, using the preference in the form of zero taxation of corporate profits of companies. In a few words to describe the planned activity.
  • How is an Estonian company established? Answer: Personal funds.
  • Planned business partners in Estonia, in the European Union? Answer: The Names and addresses, websites of companies that are desirable to contact in advance by phone, email, Skype, even better-to sign protocols of intent to cooperate, which will also be useful in the Bank when opening an account, in Tax-Customs Department when registering and applying for assignment of VAT number and obtaining certificate of residence of EORI company.
    If not, we will provide real Estonian companies.
  • Who is the real beneficiary of the company? Answer: You personally.
  • Do you have family ties with the heads of state bodies in your country? Answer: No

Estonian company service

Remote registration of an Estonian company  — it is made on the basis of the power of attorney of the beneficiary (principal) issued to the authorized person. Authorization for the opening of the company issued for a specified period and shall be certified by a notary at the place of residence or stay of the client. 
   The power of attorney does not authorize the opening of Bank accounts, they are presented only to the notary and sent to the Register of enterprises of Estonia. 

Opening an account with Estonian banks it is made after the Registration number is assigned by the Estonian register of enterprises (takes 3 days after submission of documents in the notary office), which is communicated by e-mail to the founder and Secretary. 
The application for opening an account in Estonian banks is considered within 5-10 days, and after a positive decision, a Bank card is issued, which only a member of the Board has the right to sign, he also receives an electronic calculator of Internet banking codes. 
The choice of the Bank is the prerogative of the founders and Board members.
Opening an account by proxy is not possible.
Banks may refuse to open an account by companies with e-resident/s participation. 

Contact

ESTOEST PLC, Tallinn, Estonia, +372 56619154, estoest@hot.ee

Bank account:
Estoest OU
account EUR: EE911700017001647727
BIC/SWIFT: NDEAEE2X
LUMINOR BANK
Liivalaja 45, 10145, Tallinn, Estonia

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