Legislation of Estonia

Legal system

Civil law

Types of entity

Sole proprietorship;
General partnership;
Limited partnership;
Private limited company;
Public limited company;
Commercial association;
Branch of a foreign company

Shelf companies permitted

Yes

Incorporation timescale for a new company

3 days

Company suffix

Osaühing or OÜ

Sensitive words

Word “Eesti” [Estonia] in all expressions and foreign language equivalents; geographic indicators; trade marks; “riigi” [state], “linna” [city] and “valla” [rural municipality]

Cyrillic alphabet permitted in company name

No

Local registered office

Yes

Local registered agent

No

Information to be kept at the registered office

No requirements

Seal required, type of seal

Not required

Redomiciliation (to, from) permitted

Permitted within the territory of the EU

Minimum number of directors

1

Residency requirements for directors

Yes (at least half of directors must be EEA member country or Switzerland resident)

Corporate directors permitted

No

Directors’ meetings/frequency/location

No requirements

Disclosure to local agent

Yes

Disclosure to public

Yes

Company secretary required

No

Residency requirements for a secretary

No

Qualified secretary required

No

Corporate secretary permitted

No

Minimum number of shareholders

1

Residency requirements for shareholders

No

Corporate shareholder permitted

Yes

Meetings/frequency/location

Yes / annually / no requirements

Disclosure to local agent

Yes

Disclosure to public

Yes

Beneficiary info disclosure to

No

Minimum authorized share capital

2 500

Minimum issued share capital

1 share

Minimum paid share capital

No requirements

Authorized capital payment deadlines

Before registration

Issued capital payment deadlines

Before registration

Standard currency

EUR

Standard authorized share capital

2 500

Standard par value of shares

1

Shares with no par value permitted

No

Bearer shares permitted

No

Personal tax

20%

Сorporate tax

20%

Corporate tax (in detail)

The standard income tax rate is 20%. From 2018 onwards, a lower CIT at the rate of 14% for those companies making regular profit distributions is available

Capital gains tax

No

Capital gains tax. Details

No

VAT

22%

VAT. Details

The standard VAT rate is 22%. A reduced rate of 9% applies to certain goods and services

Withholding tax

0% (dividend), 0% (interest), 10% (royalty)

Other taxes

Social contributions, Land tax

Exchange control

No

Government fee

No

Stamp duty

0,1-2,5% (real estate transactions)

Requirement to prepare accounts

Yes

Requirement to file accounts

Yes

Publicly accessible accounts

Yes

Requirement to file Annual Return

Yes

Publicly accessible Annual Return

Yes

Audit required

No

Location

Northern Europe

Total area

45 227 sq. km

Population

1 328 360 (2020)

Capital

Tallinn

National currency

Euro

Conditional reduction of currency

EUR

Against USD

1,07 (2024)

Climate, average max and min t°

Maritime; wet, moderate winters, cool summers; avg. maximum temperature +30°; avg. minimum temperature -8°

Time difference from Moscow

No

Dialing code

+372

State language

Estonian

Ethnic groups

Estonians 68,7%, Russians 24,8%, Ukrainians 1,7%, Belarusians 1%, Finns 0,6%, others 3,2%

Literacy rate

99,8%

History

The first Finno-Ugric tribes appeared here in the 3rd century BC. The territories remained independent up until the 13th century. From 1220 through 1918 Estonia was under a foreign rule. The southern part was occupied by the Livonian Order, and the northern part by Denmark. After the breakup of the Livonian Order, the northern part was conquered by the Swedish people and the southern part by the Polish-Lithuanian Commonwealth. In 1645 Sweden acquired control over all the territories of Estonia. Following the end of the Great Northern War (1700 – 1721), Russia annexed the territories of Estonia and Latvia. Estonia declared its independence in 1918, but later was occupied by Germany and fought against the Soviet Union in 1918 - 1920. The first constitution established the parliamentary system of government. In 1934 K. Päts, Head of the Government, made a coup d’état and established a conservative dictatorship. The second constitution restored the parliamentarianism. In 1940 Estonia was occupied and annexed by the Soviet Union. The Popular Front of Estonia and some other organizations demanded the separation from the Soviet Union. The Declaration of Sovereignty was adopted in 1988. In 1991 Estonia declared its independence. Later that year Estonia became a member of the United Nations and joined the European Union in 2004.

Credit rating

AA-

Government type

Parliamentary republic

Executive branch

President, Government: Prime Minister and Cabinet

Legislative branch

Unicameral Parliament (101 seats)

Judicial branch

Supreme Court (Riigikohus), magistrate courts (courts of appeal), land courts (courts of first instance), State Attorney’s Office and district attorney’s office

Unemployment

6,8% (2020)

GDP per capita rank

42 (2020)

Corruption perceptions index rank

74 (2021)