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INCORPORATION OF HOLDING COMPANY TO ESTONIA

Estonia has a favourable corporate tax regime whereby all undistributed corporate profits are exempted from taxation and this provides for numerous opportunities to use Estonia as a location for holding, financing or trading activities by multinational companies.

WHAT WOULD BE THE BENEFITS?

All undistributed corporate profits are tax-exempt. This exemption covers both active (e.g. trading) and passive (e.g. dividends, interest, royalties) types of income, as well as capital gains from sales of all types of assets, including shares, securities and immovable property. This tax regime is available to Estonian companies and permanent establishments of foreign companies that are registered in Estonia. Corporate profits are not taxed until the profits are distributed as dividends or deemed profit distributions, such as transfer pricing adjustments, expenses and payments that do not have a business purpose, fringe benefits, gifts, donations and business entertainment expenses.

CHOICE OF ENTITY AND BUSINESS FORMS

Estonian law provides the following corporate forms that should be registered within the commercial register: a public limited company; a private limited company, a general partnership, a limited partnership, a commercial association or a branch.

The private limited company and public limited company are the most commonly used forms of entities for doing business in Estonia due to their most essential characteristic – the limitation of the shareholders’ liability.

OFFER FOR INCORPORATION

By virtue of above mentioned, herewith Hedman Partners Law Office and Parent Accounting OÜ have a pleasure to offer you the incorporation of the holding company and providing daily based bookkeeping services.

The price for the incorporation of the company and setting up the bookkeeping internal rules and chart of accounts 1000 EUR + VAT if applicable.

The company will be registered within 5 business days after submitting all relevant documents to the commercial register.

We will take care of the preparation of all necessary documents, organising the notary’s appointment, representing the shareholders according to the power of attorney at the signing of documents at the notary’s office, if required, opening the bank account of the incorporated company and collecting and submitting necessary documents to the commercial register. If necessary registering as a VAT payer at the Estonian Tax and Customs Board. Establishing the bookkeeping internal rules in terms of starting the company’s bookkeeping.

Offer for administration services

We can offer a postal address  and telephone number to you and we will resend by us received mails,  notices and phone calls to the address (and telephone number) indicated by you as soon as applicable. The fee for our administration services is 25 EUR per month (exclusive of VAT, if applicable). Invoices will be sent twice a year.

For establishing a company in Estonia we kindly ask you to forward us the following information:

  1. Type of the new company (Private Limited or Public Limited Company);
  2. Business name of the new company;
  3. Address, e-mail, telephone and fax details of the new company;
  4. Share capital of the new company and the payment method (monetary or non-monetary contribution);*
  5. List of shareholders and the shareholding percentage, also details of the shareholders (personal ID code/registry code, date of birth, full address);**
  6. Information whether the shareholders wish to enter into a shareholders’ agreement;
  7. List of Management Board members, including their personal ID code, date of birth, full address);
  8. If Supervisory Board is required then the list of Supervisory Board members, including their personal ID code, date of birth, full address. Supervisory Board is mandatory only in case of Public Limited Companies;
  9. Company’s economic year;***
  10. Main field of activity;
  11. Information whether it is required to regulate something specific in the articles of association in addition to the minimum requirements provided by law;
  12. Name of the bank where the founders wish to establish a bank account for the new company and also the requirements regarding the internet bank access and bank cards;
  13. Do the founders wish to register the new company as VAT liable.****

Please note that the minimum share capital for a Private Limited Company is 2500 euros and for a Public Limited Company 25 000 euros.
** If the founder is a legal person then an extract of the commercial register with an apostille is needed.
***Standard economic year in Estonia is from 01st of January to 31st of December.
*** Please contact us in case of additional questions about the VAT registration and tax issues in Estonia.

For further information please contact Merlin Salvik via email merlin@parent.ee or phone +372 6 645 250