Unicount online company formation service uses Estonian Business Register API that has a limitation of one physical person as a founder. This means that our online formation service is not suitable for everyone looking to set up a company in Estonia. There is an alternative to register the company through the state portal and use our virtual office and contact person service.
This articles shows step-by-step how to register a company through the state portal in a situation where there are:
1) multiple physical person founders
2) multiple board members
3) Estonian legal person(s) as founders
4) multiple physical person founders including Latvian, Lithuanian or Belgian digital identity holders.
For registering a subsidiary of a foreign company follow the advice here.
The process consists of three stages.
I Preparing the application in the state portal
II Ordering Unicount virtual office and contact person service
III Paying the state fee and submitting the application
To start log in to the state company formation portal here. Find the login button on the top right corner and log in with your e-resident card, Estonian mobile-ID, Lithuanian mobile-ID, Latvian ID-card or Belgian ID-card. All of the founders need to sign the application digitally. Estonian Smart-ID is not accepted by the company formation portal for registering a company
On the opening page first click "Submission of application" and then select the type of the company you wish to register. Unicount recommends to stick with a private limited company (osaühing) and this article shows how to register one.
You will be shown some important legal information which you should read carefully to confirm that you understand your legal obligations arising from registering a company in Estonia. Please note that submitting false information is an offense.
After this the preparation of the petition view opens.
The information you need to enter is:
- Business name
- Contact person and board members (persons in the entry section)
- Financial year
- Articles of association
- Contacts (means of communication)
- Principal business activity (EMTAK/NACE code)
- Beneficial owners
- Additional documents if any (such as a permission to use a specific name and a trademark registration certificate)
Open "Enter the name" menu and search for your planned business name. Conflicts with existing names and trademarks will be shown. Unicount recommends choosing OÜ for the type of legal person descriptive suffix. Here we are creating a company "Sample name OÜ". When you are done be sure to save changes before clicking "Back to entering the data in the application". Read this to find out what happens if your name is rejected by the court.
Next step would be choosing the address. Click on "Enter the address". When searching for the Unicount address type Tammsaare tee 47 and select result A.
Then click "Confirm your choice" and "Save the changes".
3. Share capital
Now it is time to enter the share capital. Click "Enter the capital". The minimum share capital for a limited company is 2500 euros but you can increase the amount if you are sure about it. Click "Save the changes" and "Back to entering the data in the application".
Unicount always recommends to choose formation without making the share capital contribution. This way you make sure that you do not have to wait until an EEA (European Economic Area) financial institution opens a "startup account" for your non-existent company to deposit 2500 euros in order to get the necessary deposit certificate for th Business Register. Currently only Estonian banks do that for companies that are not registered yet.
By registering without share capital deposit you can pay share capital whenever you are ready to do that by having the money and a proper business account opened. Share capital registration requires you to have a business account with an EEA licenced payment service provider. Read more about the share capital registration here. If you are sure that you want to pay the share capital immediately there is an option of paying to court deposit. Your deposit would be returned to the company business account once you manage to open one.
When having multiple shareholders the minimum shareholding per shareholder from 1 August 2020 would be 1 euro cent. This is 1/250 000 of the company or 0.00004% if using the minimum share capital of 2500 euros. Probably you would not have anyone with such a small stake unless you are a unicorn with a large options scheme for employees. If you look for a nice equal round figure for multiple shareholders just increase share capital to any reasonable number above 2500. With 3 equal shareholders you can have a 2550, 2700 or 3000 euros of share capital for example. Abandoning the mandatory form requirements only applies to companies with registered share capital exceeding 10 000 euros. This enables transactions with company shares without notary.
4. Contact person and board members
To enter the board members and a contact person for your company (if you are a non-resident such as Estonian e-resident) click "Enter the persons in the entry". To add a person click on the drop-down menu, select the role and click "Add".
The easiest way to add Unicount for contact person service is to search for Unicount OÜ using registry code 14614272 and clicking "Get the business name and address by registry code". This will automatically fill in the required fields for appointing Unicount as a contact person. This does not entitle Unicount to any rights to sign documents or represent your company. Unicount would gain access to your draft application from the moment you add us to the role of contact person. This may be helpful when you get stuck. Add a contact person only when you need it and intend to order the service from Unicount. Companies with resident founders and board members do not need the contact person service.
Unicount email has to be added manually. Our spam proof official address for Unicount is firstname.lastname@example.org. Don't forget to click "Add" after that. Please note that Unicount needs to confirm this by clicking on the email sent by the Business Register. It is best to notify us via email@example.com so that the email would be confirmed quickly by our support. Adding this email address is important for Unicount to receive all the official notices sent to your company via email.
For adding yourself as a board member just click "Submit my data". Unicount recommends not to set any term of office not be caught by surprise.
When adding someone else you should know their full name and their personal identification code. Here we add Adam Rang as a board member. When adding board members remember to always use the identification code and issue country that is matching the digital signature that is going to be used for signing the application. This is also necessary for any other board member to gain access to the application to sign it. For e-residents use the Estonian ID-code printed on the card. Adding board members who cannot sign digitally in the Business Register would mean that your application will not be processed without additional paper documents submitted to the court in Estonia. Please note that the Business Register checks Estonian personal identification codes against the population register and you might have to correct the name or add any additional forenames/surnames. Be sure to click "Add" to submit the person.
When all has been done correctly you will see the list of persons. Non-residents need to insert their residential address, residents will have a green tick showing that they are registered to live in Estonia according to the population register.
5. Financial year
Entering the financial year is easy. You should have a good reason not to have the standard calendar year for your financial year.
6. Adding founders
You can add founders only after you have entered the capital before. Adding physical persons as shareholders is pretty much similar to adding board members. Adding your data works with a single click. When adding someone else you should know their full name and their personal identification code. It is also possible to add Estonian legal person as a shareholder if their board member can sign the application. When adding founders remember always to use the identification code and issue country that is matching the digital signature that is going to be used for signing the application. This is also necessary for any other founder to gain access to the application to sign it. For e-residents use the Estonian ID-code printed on the card. Adding founders who cannot sign digitally in the Business Register would mean that your application will not be processed without additional paper documents submitted to the court in Estonia.
7. Articles of association
When registering through the state portal you need to work through the different choices in articles of association. To start click "Create new articles of association".
There are some predetermined choices you need to make. Some are mandatory and some are optional.
3.4 and 3.5 are mandatory. Any of the options are safe to choose if you are controlling more than 76% of the shares. The details in devils would arise when you have multiple shareholders and you need to make those votes specified in sections 3.4 and 3.5.
In the appendix 2.2 we suggest to choose the last option to have the most flexibility.
When entering the amount in appendix 4. write 190 euros which is the regular state fee amount for registering a limited company. In 4.1 choose the last option to make the company registration a business expense.
One last thing is to insert the date and click "Save".
It is mandatory to insert at least an email address for your company. Due to a spam problem occuring after Business Register publishes your company details you might want to stick to the Unicount email firstname.lastname@example.org. Read more about this here. You can always create your own email@example.com spam proof address once your company is registered with Unicount email.
Click on the drop-down menu and choose email.
After filling the field click "Add".
Now Unicount needs to confirm manually that you are entitled to use this email as your official contact. Before that you cannot submit your application. It is best to notify us via firstname.lastname@example.org so that the email would be confirmed quickly by our support.
9. Principal business activity
What is a principal activity is briefly described here. You can also see the most popular codes here or conduct a search on the EMTAK page. To search for a code click "Select".
Here we search for programming. To select the five digit code click "Select" at the end of the description.
Now you need to save the changes and can go back to the general view.
10. Beneficial owners
Disclosing beneficial owners is a legal requirement in Estonia. You can read more about beneficial owners here. If you have inserted founders it would be easy to add persons from the founders list. Here we add Adam as a beneficial owner. Beneficial owners are always actual physical persons even if there is a holding company between the Estonian company and shareholders of the holding company.
When adding a beneficial owner you would see this detailed view. For inserted founders the preset value is direct ownership. If the founder is a legal entity the respective shareholders/beneficial owners of the founder would have indirect ownership.
When all this is done you can click "Check the details of the entry petition" This performs a check of all the data and tells you if something needs to be fixed. You cannot submit your company registration without passing this check.
After you pass the check you would need to confirm all the entered details shown to you.
Now it is time so sign the application. Please note that Unicount director (Ivar Veskioja) also needs to sign to confirm that Unicount agrees to being appointed as a contact person. Unicount will sign only after the online order for the virtual office has been made and paid for. Tip is that you can leave the registry code field empty in the order form. Unicount will add this later to your company details once the company is registered.
As a service provider Unicount would also check your application for free before signing to make sure that everything is correct. Please note that the actual state fee payment details are not displayed before all the signatures have been added and confirmed.
When all the necessary signatures are recorded you can proceed by clicking "Confirm the signatures".
This is the last view where you can download the petition and find correct payment details.
Click on the text below to find payment details.
IBAN payment details pop up in a window and you can copy these to your financial institution online banking for making the payment. You can choose any bank in the list, Estonian Ministry of Finance bank accounts are in three major banks in Estonia. Always use the reference number if your financial institution has that field available when making a payment.
Please download a document with your payment details and send it to Unicount via email@example.com. Unicount can then check with the Business Register if the payment has not been automatically reconciled by the reference number and linked to your application.
It is important to copy the right payment reference number if your payment institution supports adding payment reference numbers (it is not the same as payment description field). Reconciliation should take a few days when you are making a SEPA payment from Europe and more if it is a SWIFT from other parts of the World. Estonian Business Register does not accept card payments.
Please note that making the payment is not enough to submit the petition and you need to log in again to check if the payment has been registered on the state payment system.
When your payment has been registered and linked to your application you can submit it to the Business Register. Expediated process means that by the next working day your company should be registered.
Please do not assign any special rights to shares or shareholders unless it is necessary. It might make your life more complicated in the future. For a company with two founders holding each 50 % of the shares the normal 51% voting procedures and profit distribution rules work just fine and these are included in the standard statutes.