Registration Requirements and fees
The Management Board must submit a petition application for the registration in the Commercial Register within six months of concluding the Foundation Agreement. The application must be signed by all members of the board and include the following information to be entered to the Commercial Register:
- the business name of the public limited company;
- the area of activity, location and address of the public limited company;
- the amount of share capital;
- the date of approval of the Articles of Association;
- the names, personal identification codes and residences of the management board;
- the members of the management board entitled to represent the public limited company differently than provided for in subsection 307(1) of the Commercial Code;
- the beginning and end of the financial year;
- other information provided by law.
The following documents should be enclosed with the application:
- the Memorandum of Association;
- the Articles of Association;
- a bank notice concerning the payment of share capital;
- upon payment by a non-monetary contribution, the agreement concerning the transfer of the contribution to the public limited company, documents certifying the value of the contribution and an opinion on the valuation of the non-monetary contribution signed by the auditor;
- the names, personal identification codes and residences of the members of the management board, the supervisory board, and the auditors;
- specimen signatures of the members of the management board;
- telecommunication numbers (telephone, fax, etc.);
- a notice from the registrar of the Estonian Central register of Securities concerning registration of the shares;
- other documents provided by law.
In case the founder is a foreign company, an official certificate proving the existence of the company in the country of incorporation is required. This certificate as well as a foundation resolution must be notarised in the foreign country by a public notary, which is legalised by the Ministry of Foreign Affairs of the foreign country and the Estonian Embassy or its diplomatic representative. If there is a translator available in the Estonian Embassy, these documents may be translated in a foreign country and legalised at the Estonian Embassy. In that case, no further legalisation is required in Estonia. However, if there is no acceptable translator available in a foreign country, the documents must be legalised at the Estonian Embassy and sent to Estonia for translation and notarisation.
All documents must be submitted to the Commercial Register in Estonian or with an appended notarised translation. The Foundation Agreement must be signed by all founders or by their notarised proxy. As a rule, the registration process takes up to 2 or 3 weeks.
The following stamp taxes are applicable on registration of the company:
- Sole Proprietorship EUR 13
- General / Limited Partnership EUR 13
- Branch of a foreign enterprise EUR 140
- Private Limited Company (OÜ) EUR 190
- Public limited company (AS) EUR 140