Establishment of a private limited company

To establish a private limited company, enter the e-business register portal as an private person with an ID card or mobile ID and select "Establishment" on the home page.

 

On the page that opens, you can get find with information of different types of legal entities and compare them. To start a private limited company, press the "Start registering" button.

 

 

In the view that opens, you must first enter the name of the private limited company. After entering and selecting the name, the user will be presented with a list of legal entities and trademarks with similar names, so that you can make sure that the name of the private limited company to be established is sufficiently distinctive. The information displayed is informative, the final decision on the suitability of the name is made by the registrar during the processing of the application. 

If the name is suitable, the name form must be selected from the given selection, which must include the suffix Osaühing or OÜ at the beginning or end of the name.

Once you've selected the appropriate name, click the "Save" button and then the "Next" button.

 

Next, the address of the private limited company must be entered. Start entering in the address field and the portal will provide a selection of addresses entered into the Estonian address data system that can be selected. The address must be selected from the predefined options. If there are several buildings at the selected address, you can select the specific building where the private limited company operates from the adjacent map.

If the management board of the private limited company operates in a foreign country, a corresponding note must be made and the foreign address entered. In this case, a contact person must also be added in the persons phase of the application.

 

At least an e-mail address must be included under the means of communication. Other means of communication (eg mobile phone) can be added if desired.

 

When the data is added, press "Save". A confirmation email will be sent to the email address you entered. Open you mailbox, and click the confirmation link in the e-mail to confirm that the email address is correct. When the e-mail is confirmed, the information is also displayed in the contacts view of the portal, and you can move on.

 

In the next "Activity" view, you can enter the planned principal activity. To do this, click the "Add" button. In the next view, you can search by the desired activity name / code or select an activity from the EMTAK classification. To select your choice, press the name of the activity and then the "Select" button.

During the establishment, only one of planned principal activities can be selected. This does not mean that a private limited company could not operate in other activities (although the special requirements of the activities must be taken into account). After the establishment, information on activities is submitted annually to the register with the annual report.

 

 

The default financial year is the calendar year, which is the most common period. However, if the private limited company plans to operate in a different period of the financial year, it is possible to change it.

 

You can add persons related to the private limited company next. For all private limited companies, it is mandatory to include members of the management board and founders .

To enter a member of the management board, enter his or her Estonian personal identification code in the appropriate box (in the case of a foreign person, the country of personal identification code and all required fields).

 

 

If you want to add more board members, then click on the link "+ Add board member"

It is possible to add both a legal person and a natural person as a founder, you can make the corresponding selection in the Add founder view. Entering a founder is analogous to entering a board member.

If desired, other persons can be added when adding persons. To do so, click on the "+ Add a person in another role" link. Select the role of the person you want to add and enter the details.

All persons to be added must be able to digitally sign the application on the portal.

 

If at least 2 members of the management board have been added, the private limited company may also provide specifications for the right of representation. By default, it is determined that all members of the management board can represent the private limited company jointly, so making changes is not mandatory. But if the private limited company wishes to determine the specifications of the right of representation, first all the members of the management board must be entered and then the button "Add a specification in the right of representation"

 

 

 

For capital, you can enter the amount of capital. The minimum capital of a private limited company is € 2,500. With regard to capital, it is possible to choose whether the share capital contribution is made immediately during the establishment or whether a private limited company is established without immediate contribution and the capital contribution is made later, by the term specified in the articles of association. (See also: Instructions for making a subsequent capital injection)

In addition, the amount of the share capital contribution of all founders must be determined and saved.

 

 

After entering the capital and shareholder information, it is possible to assign different types of shares and special rights. By default, no special rights are granted to shareholders or shares, so there is no obligation to change this part. If special rights are granted, this can be done by clicking on the corresponding link.

 

 

For the articles of association, you must fill in a few mandatory options and fields that are open and marked with an asterisk when you go to the articles of association view. Each selection must be saved separately after completion. In addition, you can change other pre-filled options by clicking the "Edit" link.

 

 

Once all the data has been entered and saved, the date of approval of the articles of association must also be included and the data of the articles of association must be verified.
If everything is correct, you can move on.

 

 

As a rule, it is not necessary to add mandatory documents in the document view when establishing a private limited company. If a private limited company wishes to submit additional documents to the register, these documents can be uploaded.

 

If a private limited company so wishes, it may also submit an application to the Tax and Customs Board for voluntary registration as a VAT liable person during the establishment.

To do this, select the option "I would like to register as a person liable to value added tax voluntarily" in the relevant part of the application. And fill in the required information in the opening application. The application is automatically sent to the Tax and Customs Board after entry of the private limited company in the register.

 

When establishing a private limited company, the beneficial owners must also be determined. To do this, click on the "Add beneficial owner" button and enter the details of the beneficial owners.

(See also: Ministry of Finance Guidelines for Determining Actual Beneficiaries)

 

 

If you wish, you can also submit an application to the Tax and Customs Board for entry of employees in the register of employees during the establishment. To do this, select "Add person" and enter the details of the employee. The application shall be forwarded to the Tax and Customs Board together with the entry of the private limited company in the register.

 

 

An application for entry cannot be submitted until all the necessary information has been entered and is correct. If you proceed to the Confirmation step and the required fields are left blank, you will see the corresponding error messages with information on which data needs to be corrected.

If there are no errors, the portal proceeds to the entry confirmation stage.

At the confirmation stage, information about the persons who must sign the application is displayed. If desired, it is possible to send a notification letter directly to these persons from the portal to inform them of the application awaiting signature. These persons must log in to the system, select "My undertakings" from the home page and then "My applications" where they can click on the name of the private limited company to be established.

It is also possible to order a notification to your e-mail, which will be sent when all these persons have signed the application.



 

Before signing, read the content of the application and, if everything is suitable, press "Sign". After pressing the "Sign" button, the user is redirected to the signing page, where after a few moments the user will be asked for the PIN2 code. Due to the fact that after entering the PIN-2, a digital signature is created on the document, which may give rise to legal obligations for the signatory, the signatory must be convinced that he or she agrees with the content of the information to be signed. In case of doubt, you can go back to the entry stage and check the content of the documents.

 

If necessary, it is also possible to return to the preparation of the entry application after the signature has been given. To do this, first press the "Back to change the application" button, this button will cancel all digital signatures, and after changing the application data, it must be re-signed.

Once all the required signatures have been attached to the entry application, you can proceed to the stage of paying the share capital and the state fee.

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The share capital contribution can be made in two ways: by opening an eStart-up account for the company to be established or by using a court deposit account.

With an eStart-up account, the start account must be opened on the portal by clicking on one of the logos of the selected bank, which offers the corresponding solution.
A start-up account can be opened and all capital must be paid into one eStart-up account.
After opening an eStart-up account, it is no longer possible to change the application data.
It is possible to open an eStart-up account for persons who have logged in to the portal with an Estonian ID card or mobile ID.

 

After making the payment, you must re-enter the eStart-up account environment of the same bank through the portal and confirm the adequacy of the share capital there. "I check and confirm the existence of sufficient capital". Once the required amount of capital has been received on the eStart-up account and the confirmation has been submitted to the portal, you can continue preparing and submitting the application.

 

If a suitable bank is not listed or you want to make a payment outside the portal, you should select "Transfer the share capital into the deposit account of the court"


It is possible to make a payment using the provided bank links or to make a payment outside the portal according to the payment details shown on the portal. When making an off-portal payment, you must also fill in the unique reference number. It is not possible to submit an application to the register until the payment has been received by the Treasury.

If you have made a payment from a foreign bank where it is not possible to add a unique reference number and the information about the success of the payment has not reached the system after a few days, we recommend contacting customer support at @email by sending exact information about the application and payment order.

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The state fee can be paid either on the portal via a bank link or outside the portal.

The rates of the state fee are established in the State Fees Act. The state fee for founding a private limited company electronically is 190 €.

When paying via a bank link, the logo of the selected bank should be clicked.

If a suitable bank is not listed or you want to make a payment outside the portal (at a bank branch or in the Internet bank), you can get view the necessary payment details and a unique reference number.

 

After making the payment, you have to wait until the state fee is received by the state treasury. You can then submit the application to the register.

If you have made a payment from a foreign bank where it is not possible to add a unique reference number and the confirmation about the success of the payment has not reached the system after a few days, we recommend contacting customer support at @email by sending exact information about the application and payment order.

 

It is possible to specify that upon receipt of the state fee, the application is automatically submitted to the register by ticking the appropriate box.

 

If this is not done, the last step is to press the "Submit application" button. It sends all data to the registry department for entry.

 

 

After submitting the application to the register, the application page shows all the necessary information, including the proceeding term by which the registrar must review the application.

If you want to receive information about the e-Financials software, you can tick the appropriate box.

 

If the application has not yet been processed, or if the registrar has issued a ruling to rectify the deficiencies, it is possible to change the application by clicking on the "Change the application" button. (Read also: Instructions for amending an application already submitted)