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Establishing a C/O in Estonia

Legal form


All notaries who have been appointed to office are members of the Chamber of Notaries. The Notaries Act and the statutes of the Chamber of Notaries regulates the activities of the Chamber of Notaries The Chamber of Notaries commenced its activities on 1 November 1993, when the Notaries Act entered into force. The Estonian Chamber of Notaries has been a member of the International Union of Latin Notaries since 1995. undertaking wants to permanently offer goods or services in its own name in Estonia, it should enter its branch in the Commercial Register. A branch is not a legal person. The company is liable for the obligations arising from the activities of the branch. In the cases provided by law, a company must obtain a licence in order to found a branch in Estonia.

A foreign company must appoint a director or directors for the branch. A director must be a natural person with active legal capacity. The residence of at least one director must be in Estonia, in a member state of EEA or in Swiss Confederation. If several directors are appointed for a branch, each of them may represent the branch unless it is specified that the directors or some of them may represent the branch jointly.
A foreign company must maintain separate accounts concerning the branch. Accounts concerning the branch must be maintained pursuant to the requirements of the Accounting Act.r>According to the Commercial Code there are five forms of business entities, which are created by entry into the Commercial Register: private limited company, public limited company, general partnership, limited partnership, or commercial association.

The most popular type of legal entity being set up by foreigners in Estonia is the so-called "Osaühing, OÜ", or private limited company.

Private Limited Company (Osaühing or OÜ)

A private limited company is a company that has its share capital (in Estonian: osakapital) divided into private limited company shares (in Estonian: osad). A shareholder is not personally liable for the obligations of the company. A private limited company is liable for the performance of its obligations with all of its assets.

The share capital must be a minimum of EUR 2,500. The minimum nominal value of a share is EUR 1. If the founders are private persons and the share capital is less than EUR 25,000 then the founders can decide that the contribution must not be paid upon the establishing of the company. Until the whole sum has been paid, the founders are personally liable for the obligations of the company within the amount of the missing contribution.

A private limited company must have a management board. The management board is a directing body of the private limited company that represents and directs the private limited company. The management board may have one member (director) or several members. A member of the management board need not be a shareholder. A member of the management board must be a natural person with active legal capacity. If more than half of board members are not residing in Estonia then the company must give the Commercial Register a contact in Estonia where necessary documents can be sent. The foreign owner must give the Commercial Register his/her address and e-mail address.

A private limited company can have a supervisor board if prescribed by the Articles of Association. But it is not mandatory by the law. A private limited company must have an auditor if prescribed by law or the Articles of Association. An auditor is also mandatory when the company surpasses certain threshold values in terms of turnover, number of employees and asset value.

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How to register a private limited company


For entering a company in the Commercial Register, the founders must draft a Memorandum of Association, and also approve the Articles of Association of the private limited company as an annex to the Memorandum of Association. The Memorandum of Association and the Articles of Association approved thereby, must be notarised and signed by all founders. A representative of a founder may sign the Memorandum of Association and the Articles of Association approved thereby, if the authorisation document granted to the representative is notarised. If the private limited company has one founder, the Memorandum of Association must be substituted by a notarised foundation resolution, signed by the founder.

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Branch of Foreign Company


If a foreign commercial undertaking wants to permanently offer goods or services in its own name in Estonia, it should enter its branch in the Commercial Register. A branch is not a legal person. The company is liable for the obligations arising from the activities of the branch. In the cases provided by law, a company must obtain a licence in order to found a branch in Estonia.

A foreign company must appoint a director or directors for the branch. A director must be a natural person with active legal capacity. The residence of at least one director must be in Estonia, in a member state of EEA or in Swiss Confederation. If several directors are appointed for a branch, each of them may represent the branch unless it is specified that the directors or some of them may represent the branch jointly.
A foreign company must maintain separate accounts concerning the branch. Accounts concerning the branch must be maintained pursuant to the requirements of the Accounting Act.Branch of Foreign Company

Estonian Commercial Code


Notaries


All notaries who have been appointed to office are members of the Chamber of Notaries. The Notaries Act and the statutes of the Chamber of Notaries regulates the activities of the Chamber of Notaries The Chamber of Notaries commenced its activities on 1 November 1993, when the Notaries Act entered into force. The Estonian Chamber of Notaries has been a member of the International Union of Latin Notaries since 1995.

Chamber of Notaries



Please have a look at:


http://investinestonia.com/en/investment-guide