Services
|
Fees (EUR)
|
Total cost of company incorporation with one shareholder and standard Articles of Association
|
5 400
|
Local bank account opening
|
from 1 210*
|
Total:
|
from EUR 6 610
|
An Estonian company incorporation process includes the following steps:
1) You need to select:
2) Payment of fees
3) The documents for directors / shareholders / attorneys must be provided:
4) Preparing a package of documents for company registration, having the documents signed by the directors and shareholders.
5) Depositing the initial share capital (if the share capital is over EUR 25 000, or if the shareholders decide accordingly).
6) Filing an application for registration with the Commercial Register.
The apostilled set of corporate documents of the company includes an extract from the register and the Articles of Association duly translated into English.
There are no such documents as Certificate of Incorporation, or Resolution on appointment of director, or share certificate in Estonia; they are replaced by the following documents:
Directors can only be individuals; the minimum number of directors is 1. Half of the directors must be residents of EEA (European Economic Area) countries. If more than half of the directors reside outside Estonia, the company must provide the Commercial Register with a contact in Estonia where necessary documents can be sent. A foreign business owner is obliged to provide his residential address and email.
The minimum number of shareholders in a company is 1; they can be individuals or legal entities; there are no statutory requirements as to their residency.
The minimum share capital is EUR 2 500. If the founders are individuals and the share capital is less than EUR 25 000, the founders are free not pay in the capital after the company is established, but it is necessary to make the relevant provision in the Articles. Until the capital is paid, the founders are personally liable for the company’s obligations to the extent of their unpaid contribution. The share capital can be denominated in euros only.
Registered office and registered agent services are paid annually.
All Estonian companies are required to annually prepare their financial statements.
Almost all Estonian companies can choose to prepare financial statements in accordance with International Financial Reporting Standards (IFRS) or in accordance with Estonian accounting standards.
The financial year lasts 12 months. At the end of each financial year, a private limited company is required to prepare an annual report consisting of financial statements and director’s report. Reports must be submitted to the Commercial Register within 6 months of the end of the financial year.
An audit should only be conducted by companies that meet two of the following conditions:
An audit is also mandatory for companies that meet one of the following conditions at the balance sheet date:
Estonian companies are required to keep tax records and file the following tax returns with the Tax and Customs Board:
In addition, dividends and shareholding payments must be declared, as well as excise duties on goods and packaging.
In 2017, Estonia amended its anti-money laundering legislation (Money Laundering and Terrorist Financing Prevention Act, 2017), introducing within its framework the regulation of cryptocurrency exchanges and exchangers.
The main regulatory body is Estonia’s Financial Intelligence Unit (FIU).
A licence must be obtained for activities related to:
Previously, the legislation provided for two types of licences, but since March 2020 the FIU has been issuing a single licence called Licence for Virtual Currency Service Provider.
Licence applications are assessed by the Estonian regulator within 60-120 days from the date of submission of a complete set of documents and information, including answers to additional questions asked by the local regulator (does not include the time for registering a company and preparing a set of documents).
Services
|
Fees (EUR)
|
Total cost of new incorporation (including preparation and provision of original constitutive documents of the company and apostilled copies of such documents, company documents, and common seal)***
|
5 400
|
Share capital
|
12 000
|
Local director per year (if necessary)
|
For licensed structures with “high-risk” activities, employees are selected individually
|
Registered office, starting from the first year (including a local representative, if the director of the company is a non-EU resident)
|
from 1 760
|
Preparing and submitting financial statements
|
100 – 400 / hour (depending on time spent)
|
Dedicated telephone line per year (individual telephone number)
|
1 335
|
Office rent: arranging the rent, selecting the premises, drafting a lease agreement
|
from 1 820 + monthly rent (depends on the office size and location)
|
Compliance fee.
Payable in the cases of: - incorporation of a company, - renewal of a company, - liquidation of a company, - transfer out of a company, - issue of a power of attorney to a new attorney, - change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder), - signing of documents. |
350 (standard rate, includes the check of 1 individual),
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL, + 100 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL, 350 (rate for high-risk companies, includes the check of 1 individual), 100 (signing of documents. |
Fees for supporting in Estonia the licence application for conducting cryptocurrency related activities (not including government fees)
|
from 19 800
|
Government fee for assessment of licence application for conducting cryptocurrency related activities
|
3 300
|
*Please check with the consultant of GSL Law & Consulting the possibility of opening a bank account for the specific activity.
**The fees are valid as of the date of sending of this offer.
***The fee does not include certification or translation of copies of passports of directors / shareholders / beneficial owners or of powers of attorney for the making of constitutive documents.