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Important to know about Estonia
Companies

According to the Commercial Code there are 6 forms of business entities, which are created by entry into the Commercial Register. An application for entry shall be reviewed within 5 working days.

All documents must be submitted to the Commercial Register in Estonian or with an appended notarised translation.

Foreign investors have equal rights and obligations with local entrepreneurs. All foreign investors may establish a company in Estonia in the same way as local investors; no special restrictions are made.


  • Private Limited Company (osaühing or OÜ) - min share capital  EEK 40,000 ( EUR 2,556).
  • Public Limited Company (aktsiaselts or AS) - min share capital EEK 400,000 ( EUR 25,560); min nominal value of a share EEK 10. Shares must be registered and entered in the Estonian Central Register of Securities.
  • General Partnership (täisühing or TÜ)
  • Limited Partnership (usaldusühing or UÜ)
  • Sole Proprietorship (füüsilisest isikust ettevõtja or FIE)
  • Branch of Foreign Company - to offer permanently goods or services in its own name; a branch is not a legal person. The company shall be liable for the obligations arising from the activities of the branch.

Registers

 - Register of Taxable Persons (legal persons who are not to be entered in the commercial register are required to register themselves) - the chief processor of the register is the Tax and Customs Board. An application shall be submitted to the regional structural unit of the Tax and Customs Board.

 - VAT obligation register

  • The threshold for obligatory registration as a taxable person: 250 000 EEK (EUR 15,975).
  • The threshold for taxable person with limited liability: 160 000 EEK (EUR 10,225) in case of acquisition of goods.
  • There is no threshold in case of acquisition of services.

 - Company Registration Portal (CReP): www.rik.ee/crep

  • Company search: https://ariregister.rik.ee/lihtparing.py?lang=eng

 - The Land Register (a register of ownership relations and limited real rights established on the registered immovable for the benefit of third persons): www.rik.ee/land_register

  • enquiries on data from Commercial Register or Land Register using the Information service of the Centre of Registers and Information Systems: www.rik.ee/33171
  • e-Notary (to make trustworthy inquiries from the national registers, compile contracts, register procedures and invoices and forward entries into the national registers): www.rik.ee/e-notary

Taxes

  • Income tax, social tax, unemployment insurance premiums and funded pension payments have to be withheld, declared and transferred to the Tax and Customs Board by the 10th of every month, following the month of payment.
  • VAT return is submitted to the Tax and Customs Board and the VAT is payable by the 20th of the month following the period of taxation.
  • Non-residents - in case of non-presence a tax representative, who has a corresponding activity licence, can be chosen.


Rates

Short explanations
VAT

The standard rate is 20%, the reduced rate 9% and 0% in some cases

The taxable period is one calendar month.

Corporate income tax

21% of the amount of taxable payment

No tax on incomes. Companies are subject to the income tax in respect of all distributed profits. The transfer of assets to its head office or to other companies is also treated like a distribution. Employer pays income tax and social tax on fringe benefits.

Dividends


Not subjects to the withholding tax.

Personal income tax

 21% of the taxable income

Salaries, wages, business income, interests, royalties, rental income; capital gains; pensions and scholarships and alimony payments received. The basic exemption for year 2010 is 27 000 EEK.

Social tax

Rate of social rate of social tax is 33% (20% for social security and 13% for health insurance)

Employers and individuals engaged in business are liable to make social tax contributions. Employees are not required to pay social tax.

Land tax (property tax)

Rate varies between 0.1% and 2.5%

The annual tax on the assessed value of the land.

Real estate transfer duty

Up to 0,5 % of transaction value

Notary and state duties

Excise duties

 

On tobacco, alcoholic beverages, fuel, electricity and packages.

Custom duties

 

Membership in the EU implies that all aspects are decided by the common customs tariff (TARIC).


Audit obligation
A private limited company shall have an audit if

  • the turnover surpasses 6 million euros, assets value 3 million euros, no of employees 90 or
  • the company surpasses 2 of these threshold values: turnover 2 million euros, assets 1 million euros and no of employees 30.

A public limited company must appoint an auditor.


Review obligation
A private limited company shall have an review if

  • the turnover surpasses 3 million euros, assets value 1,5 million euros, no of employees 45 or
  • the company surpasses 2 of these threshold values: turnover 1 million euros, assets 0,5 million euros and no of employees 15.

Tax audits
Can be performed going back 3 years from the day when tax became payable, in case of violations limitation period is 6 years.

Important links: