Unicount online company formation service uses the 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 e-Business Register with Unicount virtual office or contact person service subscription.
This article shows step-by-step how to register a company through the e-Business Register in a situation where there are:
1) multiple physical person founders
2) multiple board members
3) Estonian legal person(s) as founders
For registering a subsidiary of a foreign company, follow the advice here.
Preparing the application in the e-Business Register
Log in to the e-Business Register using your Estonian e-resident card or ID card. Smart-ID signing does not work with the Business Register yet.
Alternatively, you can use an Estonian mobile ID or a Lithuanian Mobile-ID card.
On the home screen click on "Establishment".
Now select the type of company you wish to register. Unicount recommends sticking with a private limited company (osaühing) and this article shows how to register one.
The steps to file for company registration:
1. Business name
Search for your planned business name to see if they are available. Only one name can be chosen and no alternative names can be added to the application.
Any potential conflicts with existing names and trademarks will be shown based on an automated query. The final decision will be made by the court clerk who reviews your application.
Read this to find out what happens if your name is rejected by the court.
Unicount recommends choosing OÜ for the type of legal person descriptive suffix as it is the most common in Estonia.
The next step would be to insert the address and contact details.
Unicount virtual office clients need to search for the Unicount address. Type Veskiposti 2-1002 and click on the search result displayed below the search bar. Alternatively, you can use a foreign address for an Estonian company starting from 1 February 2023, but we suggest first reading about the related risks.
It is mandatory to insert at least an email address for your company. Due to a spam problem occurring after Business Register publishes your company details, you might want to stick to the Unicount email firstname.lastname@example.org. Read more about it here.
You can always create your own email@example.com spam-proof address once your company is registered with the Unicount email.
Unicount needs to confirm manually that you are entitled to use this email as your public email. 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 team. Sometimes their server is overloaded and confirmation emails arrive later the same day.
Recently, the court started to require the email addresses of nonresident board members and founders. The e-resident board members and founders can add their email information in the address line under contacts to make sure the court will not reject their applications.
When you are done click "Save" and "Next".
3. Planned principal business activity and financial year
Pick the activity which corresponds most closely with your planned source of revenue. There are no restrictions on activity in other areas besides the one you selected unless there is a license requirement. You can’t actually change your EMTAK code in the Business Register.
You can also see the most popular codes used by e-resident founders here.
Here we search for programming. To select the displayed five-digit code click on it.
System now shows you some more alternative codes before you can confirm that this is your selection.
Entering the financial year is easy as it is preset to the calendar year. You should have a good reason not to have the standard calendar year for your financial year.
This is the section to enter all the related persons.
You should enter at least one board member, one founder, and a contact person for your company if you are a non-resident such as an Estonian e-resident.
When adding a board member it is easy to appoint yourself as the system already suggests your name.
When adding someone else to the board you should know their full name and their Estonian personal identification code.
Remember 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 necessary for any other board member of your company to gain access to the application and to sign it.
For e-residents, the Estonian ID code is 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.
Term of office is not mandatory for board members and it might bring some issues later when a board member's term is expired and you cannot extend the term immediately.
Adding a physical person as a shareholder 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 an Estonian legal person as a shareholder if the board member can sign the application online.
Remember 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.
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 Estonian population register.
You need to add Unicount as a contact person only if you are registering a company to a foreign registered office address outside of Estonia. To do so click on the Other roles dropdown menu and choose Contact Person.
There is no easy way to fetch Unicount details automatically by using registry code 14614272 so you need to fill in the details manually. Here is a sample of how Unicount details should be entered.
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 the 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.
Rights of representation for board members
You should have a good reason not to have the standard right of representation on the register. A good reason might be that there are 3 unequal founders and only one of them is allowed on behalf of the company without the other two.
5. Share capital
Now it is time to enter the share capital. The minimum share capital for a limited company is 1 euro cent starting from 1 February 2023 but you can increase the amount up to 50 000 euros. The pie diagram changes according to the figures you enter for each shareholder. The minimum share is 1 euro cent, which means an additional 1 cent for each shareholder if equal shares for multiple founders.
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.
6. Articles of association
When registering through the e-Business Register you need to make some choices in the standard articles of association. The number of choices to make was drastically reduced on 1 June 2023 when the new shortened standard articles of association were introduced. Currently, there are 3 choices to make and 1 amount to enter.
In article 4 we recommend having "no legal reserve". This way you do not need to set aside a portion of your profits as a statutory reserve.
In article 6 we suggest using nominal value unless you or some other founder needs to capitalize the company with the premium you would pay for your share.
In article 7 we suggest choosing "all the costs of foundation are borne by the private limited company", but please note that by inserting 265 euros (which is the actual state fee for company formation), your company share capital needs to be at least 265 euros to avoid net assets being negative. It would happen because your expense claim against the company would be higher than the share capital the company has. Having negative net assets is something that Estonian law does not allow.
When all selections are made click on Save/Salvesta.
You can always add more elements to the statutes if you see them necessary.
The opportunity to waive the notarization requirement for the transfer and pledge of a share only applies to companies that have a share capital of 10 000 euros or more.
When done click Next.
You would only need to upload documents if you have an EU or international trademark that will overlap with your Estonian company name. Otherwise, you can move on to the next menu "Registering for VAT".
7. Registering for VAT
You can voluntarily register for VAT directly during the registration process. The decision to register your company for VAT in Estonia is made by the Estonian Tax and Customs Authority and registration is not guaranteed.
8. Beneficial owners
Disclosing beneficial owners is a legal requirement in Estonia. You can read more about beneficial owners here. After you have inserted founders it is easy to add beneficial owners from the founders' list.
Beneficial owners are always actual physical persons even if there is a holding company between the Estonian company and the shareholders of the holding company. When having physical person founders the standard choice is direct ownership for every shareholder having more than 25% of shares.
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.
9. Registration of employees
This normally applies to residents of Estonia who will be employed by your company immediately. Otherwise, let your accountant handle employee registration with the tax office.
10. Signing your application
Now it is time to sign the application. Please note that the Unicount director (Ivar Veskioja) also needs to sign to confirm that Unicount agrees to be appointed as a contact person if you chose to have a foreign registered office address office for your Estonian company.
Unicount will sign only after the online order for the contact person has been made and paid for. As a service provider, Unicount would also check your application for free before signing to make sure that everything is correct.
When ordering Unicount virtual office or contact person service you can leave the registry code field empty by clicking that you do not have the registry code yet. Unicount will add this later to your company details once the company is registered.
When all the necessary signatures are given you can proceed by clicking "Next".
11. Paying share capital
Unless you have Swedbank, SEB, LHV, or Coop Bank personal account in Estonia you cannot use the e-startup account to deposit your share capital. We recommend clicking on "Other methods of capital payment" to confirm that you have paid the share capital. This is not 100% correct but e-residents have no good alternatives for opening an account for an Estonian company that does not exist yet. You can deposit your share capital once you have a Wise or any other fintech IBAN business account available.
12. Paying the state fee and submitting the application
This is the last view where you can pay the state fee for your company registration.
Unless you have Swedbank, SEB, LHV, or Coop account in Estonia you would be better off by paying the state fee by card. Click on Mastercard/Visa icon to pay by card. Be sure to tick "Submit the application automatically after receiving the state fee".
If you cannot pay by card click on "Payment of the state fee at a bank branch or via an Internet Bank" to find payment details.
IBAN payment details pop up in a window and you can copy these to your financial institution's online banking for making the payment. You can choose any bank on the list, Estonian Ministry of Finance bank accounts are in all four 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 keep it. You might need it when the payment has not been automatically reconciled by the reference number and therefore not linked to your application. Send it to email@example.com then with the quoting your company name, description of the payment, and reference number.
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 the 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.
Please note that making the bank transfer is not enough and you need to log in again to check if the payment has been registered on the state payment system. If your payment has been registered and linked to your application you can submit the application to the Business Register. Expediated process means that by the next working day, your company should be registered.