Service form

The management board is a managing body of the private limited company which represents and manages the private limited company. The management board may have one member (a manager) 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 an active legal capacity.

Please provide information and required documents about the management board member(s).

The company may have one registered shareholder or several. A shareholder can be an individual or a company.

Please provide shareholder information and required documents. If the management board member(s) is (are) the same as the shareholder(s), please write ‘same as the shareholder’ in the table and skip the rest of this section.

Each company has to provide its financial year period, which is generally 12 months starting on 1 January and ending on 31 December. Companies are required to submit an annual report within 6 months after the end of the financial year. Please indicate the preferred range for the financial period of the company.

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Registration as a VAT payer can be either mandatory or optional. The obligation to register as a VAT company arises from the date on which the taxable supply of the company’s transactions exceeds EUR 40,000 as calculated from the beginning of the calendar year. If the company does not yet have a taxable supply or if its taxable supply does not exceed EUR 40,000, VAT registration is optional. The prerequisite for VAT registration is that a company is engaged in business or intends to do business in Estonia.

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The Estonian Commercial Code does not require companies to open a bank account with an Estonian bank. The bank account can be opened anywhere in the world. Please note that a new amendment entered into force at the beginning of 2018, allowing companies to make capital payments to a payment account of a credit institution licensed by an EEA member state. The requirements of different regulations have made the process of opening an Estonian bank account more complicated and expensive. As a prerequisite, the bank must see a clear reason why the company is operating in Estonia and a reason why it should have a bank account in Estonia.

IF YOU HAVE ALREADY ORDERED THIS SERVICE FROM US, PLEASE SKIP THIS SECTION.

After the company is established, it is possible to order various corporate documents. The documents are issued by the Central Commercial Register and are notarised and/or apostilled at the request of the client. Most commonly applied documents are general and personnel data (extended registry extract) which includes information about the company’s name, registration code, address, financial year, fields of activity, related persons (management body, shareholders, contact person), right representation, and articles of association.

Please name the person(s) who will be the contact person for EstLegal Corporate Services OÜ in all communications. We are authorised to act on the basis of written and oral instructions from the following individuals:

I, management board member / shareholder / UBO of the company described herein, warrant and confirm the following statements:

• The information given in this document is true and correct;
• I do not act as a nominee for any other party;
• I have not been criminally convicted anywhere in the world;
• I have not been declared bankrupt anywhere in the world as a private individual;
• I am solvent;
• I have not been a director (member of the management body) of a company which is the subject of insolvency proceedings or legal proceedings;
• I am not a Politically Exposed Person (PEP) or a person associated with PEPs;
• I have not been involved in or profited from any criminal activity and none of my assets or future income derive from money laundering, terrorism financing, fraud or any other illegal activity in the Republic of Estonia, the European Union, or any other jurisdiction;
• I have obtained or will obtain competent independent tax and legal advice from the jurisdiction related to the transactions to determine whether any taxes or legal obligations are due, and I am fully responsible for any tax and legal obligations which may arise outside of Estonia now and in the future;
• I agree to indemnify and hold harmless EstLegal Corporate Services OÜ, its employees, and nominee shareholders, from and against them or officers or any of them by reason of any act, deed, matter, or thing done or not done by any one of them and pay all costs and expenses that may be incurred in connection with any such actions, proceedings, claims, or demands. EstLegal Corporate Services OÜ, its employees, and nominee shareholders will not be liable for any damages;
• The engagement of EstLegal Corporate Services OÜ hereafter and any agreements with them relating to the establishment, administration, or services of the proposed company shall be governed and construed in accordance with the laws of Estonia and I hereby submit to the exclusive jurisdiction of the courts of Estonia.
• I have the right to submit this document on behalf of the company I represent, the employees of this company, and all parties involved.

APPENDIX

In order to transfer the shares to a legal entity, additional documentation is required. The documents from the legal entity must include information about the company’s name, registration code, legal address, directors, shareholders, and beneficial owners on the level of a private person as well as the rights of representation of the company. The documents are officially issued by the relevant official (e.g. notary public) with their stamp and signature.

The original documents issued by the official must be apostilled if the documents are issued in a country that is part of the Hague Convention of 5 October 1961. The list of countries can be found here. If the country is not a party to the Convention, documents must be legalised at the consulate. Apostille or legalisation is not necessary if the documents are from Latvia, Lithuania, Russia, Ukraine, Poland, France, Belgium, Denmark, Ireland, or Italy. Please note that the documents must not be older than 3 months. The documents must be in English, Russian, or Estonian. If the documents are in another language, they must be translated by a sworn translator.

In general, documents containing this information are:

• Certificate of Incorporation;
• Articles of association / Memorandum;
• Certificate of Good Standing;
• Official list of shareholders, directors, officers

Because of the differences between countries, the form of the documents may vary. Please note that the final decision on the suitability of the documents is made by the notary and that it takes about a week for the notary to review the original documents.