This topic is a linked part of a larger work: “Edgeryders OÜ Company Manual”
In early 2017 my partners and I founded a new company in Estonia, Edgeryders Osaühing. This has become much easier since the launch of Estonia’s e-residency scheme in 2014. We explained our reasons in a separate topic.
It took quite a lot of research to figure out how to do it: it makes sense to share it, in the hope that it will help those of you considering the same move. That’s what this wiki is for.
Content
4. Step: Change your articles of association (optional)
- 5.1. How to add shareholders?
- 5.2. How can shareholders appoint and revoke management board members?
- 5.3. Can an Estonian OÜ be a not-for-profit?
- 5.4. Can an Estonian company deduct expenses not directly related to profit making?
- 5.5. Can an Estonian company deduct charitable donations from corporate taxes?
- 5.6. Further reading
- 5.7. What is the “contact person” of an Estonian OÜ?
1. Step: Incorporate
1.1. Preparations
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Budget for time and effort. In theory, starting a company through the Estonian e-residency scheme is fast and low-effort. In practice, it takes time and effort. You are, after all, dealing with a completely new (to you) legal system. Estonian professionals are still getting up to speed with e-residency: expect glitches and misunderstandings. For us, doing it was one of those important-not-urgent things. We chose to do it on the side, with low- to no disruption of our day-by-day. It took us about 8 months to go from decision to foundation, and another two months to get the bank account up. We spent about 1,500 EUR, including one year of assistance but excluding the e-residency charges themselves and one trip to Tallinn.
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Take some time to understand the e-residency scheme. It’s a novel concept, and many people misunderstand it. The main things you need to know:
- e-residency is a government-guaranteed digital identity scheme. Through it, e-residents can access Estonian online services such as company foundation, banking, taxation. They can also sign documents and contracts.
- e-residency does not give you the right to enter Estonia, or live in it.
- e-residents do not pay personal income tax in Estonia, but in their country of physical residence.
- e-residency is quite well documented (starting a company through it, not so much). The official website is a good place to start.
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Seek help. Establishing a legal entity is useless unless you can use it to do actual business. As a foreigner, Estonia’s rules and regulation will look alien to you. Also, any company needs a physical legal address in Estonia, and PO boxes are not allowed. Here is a list of business service providers you can hire to assist you and provide you with an address. If you are starting a one-man business, our Estonian friends recommend Leapin. Anything else will need an accountant: we are small and simple, but Leapin turned us down saying our needs are too sophisticated for their offer. Our accountant is e-Advisors (formerly Witismann and Partners), in Tallinn. They have been very patient and helpful. If you contact them, please mention us.
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Beware KYC. The Estonian government is committed to fast, frictionless online services. But Estonia still has international obligations to watch out for money laundering operations. In practice, banks and accountants need you to prove your identity and residency before they can take you on as a customer. This process is called Know Your Customer (KYC). Consequences for you: paperwork, with literal paper implied. This was the single most frustrating part of our experience of incorporating in Estonia. Since we incorporated, the situation has further worsened, and is threatening the whole scheme.
- At the time of writing, banks in Estonia insist on a visit to one of their branches in person. This should change, so check back on it. Every person who wants to be a user of online banking needs to visit. Our provisional solution: one of us flew to Tallinn, opened the account and got login credentials for the online banking. This makes us operational. We will add other users later.
- All partners had to go through KYC with the accountant, but here you can do it in remote. We tried several solutions – all bad, because this is bureaucracy at its most dreadful. The least bad we found is this:
- Authenticate a (paper) photocopy of your passport at an Estonian embassy (see below).
- Get a utility bill in English (or Russian or Estonian – good luck with that). If this is not possible, ask your bank to write you a letter in English certifying that you have a personal account there. Make sure it shows your physical address.
- Send your accountant the authenticated copy of the passport and the original of the bill/bank letter.
1.2. Execution
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Get e-residency. All partners in the company need to become e-residents. For practical reasons, it’s best to also have anyone you want on the management board to do so. Application is online and very simple, and costs 100 EUR. Once it comes through, every e-resident needs to collect her physical e-residency card in person. Cards are not mailed, and you are not allowed to send someone else in your place. You can do this either in Tallinn or at Estonian diplomatic representations. This can be an inconvenience, because Estonia is a small country with relatively few embassies around the world (list of Estonian diplomatic missions). If you do not have one of them near, get your KYC obligations out of the way on the same day as you pick up your card. We recommend you make 2-3 copies of your passport and get them authenticated by them while you are there. In Brussels this service is by appointment, and it costs 30 EUR per copy. Also ask the accountant if they insist on other authenticated documents, then get all the authentications done in one visit.
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Install, test and debug the software and the hardware. E-residency cards communicate with your computer via a card reader and some software. You should not expect this to Just Work. Take time to install, test and debug. For all its pathfinding ambitions, the Estonian government is still a government, and so it runs mostly on Windows. Mac users should restart their computers before attempting to do anything with e-residency cards. Linux users should do the same, and also look at the improved installation instructions that @matthias wrote. The cards come with cheap card readers. In general, these work, but I already had to replace mine. Pro tip: the e-residency help desk is really great and very responsive, via email or phone.
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Incorporate. You can do this through the Company registration portal. The way we did it: we set up a Skype meeting with the accountant, and they guided us step-by-step. There are three steps.
- One person fills a form called a “petition”. This is a request to the government to authorise the establishment of the new company.
- Each shareholder needs to digitally sign the petition. You can save the process at any time in case one of the partners struggles with the tech. The last partner to sign sends the petition to the relevant authority by pressing a button on the site.
- Pay a tax (at the moment 190 EUR). If you are working with an Estonian accountant (as you should), they take care of this for you. A few days later the government informs you that your company is now live, and you receive a registry number.
2. Step: Get a bank account
As of 2017-05-26, Holvi offers opening a bank account without a visit to Estonia to some categories of e-residents. We did not try this as it was not introduced when we opened our bank account, and with most other banks a visit to the branch in Estonia is still mandatory for every user who will get access to the bank account. However, legislation to relax this constraint has been developed in Estonia and is now in place.
The banks supporting the e-residency scheme are LHV, SEB and Swedbank (according to this article, but it seems outdated now as they do not mention Holvi for example). Before you apply to one of them, make sure you have a business plan ready. They will ask you questions: how much money do you think you will receive? From which countries? What are your estimates based on? Where is your money going to come from? Your accountant can help you smooth things out. In our case, I think it helped a lot that I sent them a recent profit-and-loss statement downloaded from our cloud accounting platform.
We bank with LHV Bank. Our Estonian friends recommend it, because it is the only Estonian bank currently in this game, so it is the fastest to adopt government innovations as they come through. But it seems all banks in Estonia offer very competitive conditions and good service. UPDATE 2018-12-20: however, LHV has a major problem: no correspondent bank in the USA means you cannot receive wire transfers in US dollars. This is not a showstopper if you do business with the private sector (you can use Transferwise, or simply ask your client to pay you in EUR). With us, it’s more of a problem. We have not yet solved this, and are looking into several solutions. Both SEB and Swedbank have turned us down in the light of stiffening KYC policies.
3. Step: Register for VAT
Estonia has very low ceilings for operating without a VAT registration, so you will need to do this soon. Beware: whatever your turnover, you are not allowed to file quarterly returns for VAT. VAT is always monthly. To register:
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Go to this page of the Tax and Customs Board’s website. Download the PDF form called “Application for registration as a person liable to VAT”.
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Enter the relevant information, sign the file digitally and e-mail it to the to the TCB (kmkr@emta.ee). Processing takes about a week.
4. Step: Change your articles of association (optional)
When you incorporate, the E-Registry portal generates standard articles of association for you. You have no way to customise them. But you can do it after incorporation, as often as you want, whenever you want to. There is no need to go through a notary, and if all management board members have E-ID cards, this can be processed online. The process is as follows:
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Download your own articles of association from the e-Business register. To do that, access your company’s record (for example by searching for it). Then select “Documents in the business file” from the “Choose information” drop-down menu. Then add to cart and pay (2 EUR) to download the files. Two of them are the articles of association, in Estonian (pohikiri) and English.
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Make the changes you need in the English version.
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Get the changes translated into Estonian. Articles of association have to be in Estonian, sorry. The articles of association have to be in Estonian. It was suggested we add an article saying we also provide an English translation for convenience, a sort of appendix.
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Create a PDF out of the new Estonian Articles of Association.
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Any management board member then logs into the Company Registration Portal. Click “Submission of application”, then "Changing the data of an enterprise " and choose the name of your company to access the company’s records.
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In the page that opens, click on the button “Start the petition for an entry regarding alteration”. You are taken to a page where you can later any data of the company. Click on “Alter the articles of association”.
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From the page that opens, click on “Add new articles of association”. Choose “Add the articles of association as a file”, then select “The articles of association of a private limited company shall not set out different types of shares and / or special rights”. Select the PDF you have created above and choose a date of approval; next click on the blue button “+ Add the articles of association as a file”.
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At this point you have created a petition, like the one you created for incorporation. Next, all shareholders will then need to login into the Company Registration Portal and sign the petition digitally. Once they all have done it, the petition is processed by the government service in charge of this stuff.
5. Questions and answers
5.1. How to add shareholders?
New shareholders may be included in many ways, please find an overview of the main options as follows:
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The existing shareholder divides his / her share and transfers a part of his/her share to the new shareholder. All share transaction has to be certified by a notary (if the shares are not registered with the Estonian Central Register of Securities). We can represent the seller and the buyer in the notary based on the certified (and apostilled/legalised) power of attorney. If the existing shareholder is married and the share constitutes joint property, the husband and wife have to come to the notary. All other shareholders have a pre-emption right, thus they should grant their consent to the sales transaction.
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The company issues new shares to the new shareholders. This option presumes that the existing shareholders pay the share capital in full. As described in the previous section, the existing shareholders have a pre-emptive right. The increase of the share capital can be processed online if all related persons have e-residency card.
5.2. How can shareholders appoint and revoke management board members?
If all related persons (shareholders and the new member of the management board) have e-residence card, there is no need for a notary appointment.
5.3. Can an Estonian OÜ be a not-for-profit?
Yes. Edgeryders OÜ is now, we simply had to change our articles of association for that.
5.4. Can an Estonian company deduct expenses not directly related to profit making?
Yes, though you need to be able to argue that the expense furthers the goals of the company in the long run.
5.5. Can an Estonian company deduct charitable donations from corporate taxes?
As a general principle, no. However, there are exceptions, with limits and threshold.
5.6. Where can I read up further information?
- Step-by-step instructions on the official Estonian e-residency blog
5.7. What is the “contact person” of an Estonian OÜ?
Starting in 2018, Estonia’s new commercial code mandates that companies managed from outside the country keep a “contact person” in Estonia. This would be the person equivalent of the legal address. When something happens with the company, the government informs the contact person, and has no obligation to chase directors or shareholders around the world. A contact person can be a legal person.
Business service providers in Estonia provide this service for a small sum (we paid 150 EUR a year in 2021). Information about the contact person must be entered in the Company Registration Portal. This is important: failure to do so might result in your e-residency renewal application to be rejected.