If you registered a private limited company (osaühing or OÜ) in Estonia before 1 February 2023 with postponed share capital payment the shareholder(s) should deposit the minimum share capital of €2500 or any other capital amount chosen when the company was registered. Share capital needs to be paid up before distributing any dividends from profits, increasing or decreasing share capital, or issuing new shares to investors and business partners.
€2500 was the minimum required share capital and all the companies registered via Unicount API service have this amount of share capital unless it was increased during the registration process.
Your deposited company share capital can be used for business operations but if you have no operations you could reduce it below €2500 from 1 February 2023 by making payments back to your personal account. Any payments need to be reported though on the next month's social and income tax (TSD) declaration to the Estonian tax authority. The aspects of share capital after 1 February 2023 are discussed in detail in our blog post Estonian company share capital.
All the companies registered via Unicount before 1 February 2023 had the postponed share capital payment. You as a founder can pay for your share later, but always from your own personal account not from company funds.
Until you have paid the share capital you as a shareholder have the liability to the company for the obligations of the company in the amount of unpaid capital and you cannot distribute any dividends.
Here is a step-by-step guide for registering your share capital in the Estonian Business Register after 1 February 2023.
1. Log in to Business Register
Log in to the e-Business Register using your Estonian e-resident card, mobile-ID, or ID-card. Smart-ID does not work with the Business Register yet.
2. Choose the right company
Click on "My undertakings" and then choose the company you would like to access by clicking on the company name.
3. Change the data
Under the Main information tab click "Change the data".
4. Change the share capital
Open section "Capital" and click on the button "Change".
Then remove the tick "Established without making contribution" and click "Save".
5. Upload your document if you deposited over €50 000
Starting from 1 February Estonian Business Register wants you to prove that shareholders have deposited the required share capital from their personal accounts only if the amount exceeds €50 000.
If the share capital deposit of your company is below €50 000, there is no document needed from your financial institution to add to the application.
In the rare case of so high share capital payment, it is easiest if you have an electronically signed share capital deposit certificate from your business banking service provider.
In the application go to the section "Documents" and click "Upload document". Only EEA (European Economic Area) registered financial institutions are accepted according to the Estonian Commercial Code.
Upload your share capital deposit document by clicking on "Upload documents" and then select "Bank notice" from the drop-down menu for "Document type".
NB! Always upload a digitally signed .asice or .bdoc file container that includes the financial institution's digital signature. Electronically signed means a cryptographic signature such as the one you can give with an e-resident card PIN 2 code. Scanned PDF documents with handwritten signatures are not accepted.
If you can only get a paper document with a handwritten signature and seal please open the "Paper documents" tab and click "Add a paper document".
From the dropdown menu choose the type of document "Bank notice"
Now click Save.
This document now needs to be sent to Tartu County Registration Department via mail. The address of the department is Pikk 32, 44307 Rakvere, Estonia. After this, you can proceed to step 6.
To move to confirmation and signing click Next.
6. Sign the application
Add your electronic signature in the browser with your PIN 2 code. If browser signing fails see this article for resolving common Estonian ID-card-related signing issues.
NB! If you have more than one board member then one signature is sufficient if all of the board members have unlimited representation rights.
To review the changes in the application see the Application text below. It should look like this.
7. Pay the state fee
For paying the state fee select one of the Estonian bank links if you have a bank account in Estonia. Submission can then be ticked to be automatic after successful payment.
If you have no bank account in Estonia use the government IBAN accounts displayed to you. To see the bank details click on "Payment of the state fee at a bank branch or via an Internet Bank".
Please make sure that you use the correct description of payment and also the reference number provided by the Business Register. There is no card payment option available. If you cannot use the reference field add the reference number to the description field in addition to the usual payment description. If there is not enough space for both use a reference number, as it might be the best identificator that helps match your payment with the application.
With Wise IBAN account, some clients have had problems with the payee name "Rahanduministeerium". We have heard that replacing it with "Ministry of Finance" gets you past this error.
If the court cannot find the payment on the state payment system the application would be rejected. You can then resubmit the same application with proof of your payment as an additional file or email the payment document to the court via email@example.com.
After making the payment submit your application for processing. For this click on "The state fee has been paid".
When your submission is successful a confirmation message appears with processing deadline information.
If your changes are not accepted by the deadline check if the court has issued any resolutions about deficiencies in your application. You can see them by logging in to Business Register, opening your company view, and then clicking the Entries, rulings, and letters tab, and then clicking on the Ruling number.