Estonia Company Registration | Set Up a Company in Estonia (OÜ)
Planning an Estonia company registration or looking to set up a company in Estonia to serve the EU market? The most common entity is the private limited company, the OÜ (Osaühing), formed online through the e-Business Register. There is no nationality restriction on shareholders: a foreign founder who holds an e-Residency digital ID can own 100% of the company. If the company’s address is abroad, it must appoint a qualified local contact person.
An OÜ needs a minimum share capital of EUR 0.01, and the state fee for online registration is EUR 265. Corporate income tax is charged at 22/78 only when profits are distributed. The standard VAT rate is 24%, and VAT registration is required only once taxable sales exceed EUR 40,000 from the start of the calendar year. NSS Group (戰國策集團) offers one-stop Estonia company formation, from tax structure assessment, e-Residency application guidance and contact person arrangements to online registration and VAT and annual report reminders, so foreign companies and founders can set up an Estonian OÜ.
Corporate income tax of 22/78 applies only when profits are distributed. Profits kept in the company and reinvested are not taxed.
Since February 1, 2023, the minimum share capital of an OÜ is EUR 0.01, with a minimum contribution of EUR 0.01 per shareholder.
With an e-Residency digital ID, you can form an OÜ online in the e-Business Register. The state fee is EUR 265.
VAT registration is required only once taxable sales exceed EUR 40,000 from the start of the year. Below the threshold, you can register voluntarily.
company registration?
Estonia is a member of the EU and the euro area and runs the e-Residency digital residency program. Once foreigners hold the digital ID, they can form a private limited company (OÜ) online in the e-Business Register for a state fee of EUR 265, and since 2023 the minimum share capital is only EUR 0.01. Corporate income tax is charged only when profits are distributed, at 22/78, so undistributed profits kept in the company are not taxed. The standard VAT rate is 24%, and VAT registration is required only once sales exceed EUR 40,000 from the start of the year. Estonia suits companies entering the EU market with digital services, software or cross-border e-commerce.
in 3 steps
In Estonia, the most common entity is the private limited company (OÜ). Shareholders are not personally liable for the company’s debts, and a supervisory board is optional. All shareholders and board members use their digital ID to fill in the application in the e-Business Register, pay in their contributions, and sign and submit it. The company becomes a legal entity once registered, and then registers for VAT depending on the size of its business.
You can register an Estonian company fully online, but you first need a digital ID and a legal address or contact person, and you should assess the tax impact if the company is actually managed from another country. After launch, the company also has TSD, VAT and annual report filing duties. NSS Group helps you plan the tax structure, prepare the documents and arrange annual maintenance, so your Estonian company stays clear and compliant from setup through operations.
All shareholders and board members must be able to sign digitally. Foreign founders can apply for an e-Residency digital ID card, or use an Estonian ID card, Smart-ID or Mobile-ID. Choose a name for the OÜ and get an Estonian legal address or contact person service from a licensed provider.
In the e-Business Register, enter the company name (including OÜ), main area of activity (EMTAK code), financial year, address, management board members, beneficial owners, share capital and articles of association options. After the contributions are paid in, everyone involved signs digitally and submits the application. The state fee is EUR 265.
Once registered, the company can open a bank account. When taxable sales exceed EUR 40,000 from the start of the year, register for VAT with the Estonian Tax and Customs Board. When the company makes taxable payments such as dividends or salaries, it files a TSD return by the 10th of the following month, and it submits an annual report every year.
service
- Company name search and reservation
- Registration document preparation and filing
- Articles of association drafting
- Certificate collection
- Estonian bank and payment account options
- Account opening documents
- Appointment booking and accompaniment
- Post-opening support
- Registered address
- Company secretary appointment
- Annual filing
- Document custody and records
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement advice
- Company change filings
- Share transfer support
- Company deregistration
- Legal advisory support
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- Entity type and tax structure assessment
- e-Residency digital ID application guidance
- Legal address and contact person arrangements
- Online OÜ registration in the e-Business Register
- VAT registration, TSD and annual report reminders
Government fees: EUR 265 state fee for online OÜ registration; minimum share capital EUR 0.01; contact person service charged separately; other items quoted
Estonia company registration at a glance
Below are the points people ask about most when registering a company in Estonia, checked against official sources (updated November 2026).
| Entity type | Private limited company OÜ (Osaühing) |
|---|---|
| Registry | e-Business Register, online |
| Foreign ownership | 100% allowed; if the address is abroad, a local contact person is required |
| Minimum capital | EUR 0.01 (since February 2023) |
| Corporate income tax | 22/78 on distributed profits; undistributed profits are not taxed |
| VAT | Standard rate 24%; registration required once annual sales exceed EUR 40,000 |
| Timeline | Depends on the review |
| Annual filing | Annual report within 6 months after the end of the financial year |
| Who can help | NSS Group (go.ai.com.tw), free assessment and written quote |
How much does Estonia company registration cost? Fee breakdown
The main government fee to register an Estonian company is the state fee charged by the e-Business Register. You also need a legal address or contact person service, plus bookkeeping, TSD, VAT and annual report costs once the company is running. Below are the official figures so you can check each item when comparing quotes.
| Item | Fee | Notes |
|---|---|---|
| State fee for online OÜ registration | EUR 265 | Paid when the application is signed with a digital ID and submitted in the e-Business Register. |
| Minimum share capital | EUR 0.01 | Not a fee but company capital. Each shareholder contributes at least EUR 0.01. If share capital is below EUR 2,500, shareholders may have to make up the difference in certain insolvency situations. |
| Contact person service | About EUR 200 to 400 per year | Reference price from the e-Residency website. Obtained from a licensed provider; the provider's quote applies. |
| Bookkeeping and filings | Quoted by bookkeeping volume | When there are taxable payments, the TSD is filed by the 10th of the following month. VAT-registered companies file by the 20th of each month. |
| Annual report | Quoted by bookkeeping volume | Submitted to the e-Business Register within 6 months after the end of the financial year, even with no business activity. |
| NSS Group advisory fee | Written quote after a free assessment | Based on shareholder structure, whether you need a contact person service, bank accounts and cross-border tax planning. Each item is listed in the quote. No hidden fees. |
Fees follow the e-Business Register guide "Establishment of a private limited company" and the e-Residency website. The latest official notices prevail.
Estonia company tax and compliance: distributed profit tax, VAT and the annual report
Estonian corporate income tax is charged only when profits are distributed, so undistributed profits are not taxed. Depending on its size, the company must also register for VAT, file monthly TSD and VAT returns, and submit an annual report every year. Foreign shareholders should also check place of effective management and their home country's controlled foreign company (CFC) rules.
| Item | Rule | Notes |
|---|---|---|
| Corporate income tax | 22/78 on distribution | Equal to 22% of pre-tax profit, applicable in 2026. Fringe benefits, gifts and non-business expenses are also taxed. The lower 14/86 rate was abolished in 2025. |
| VAT | Standard rate 24% | Applies from July 1, 2025. Other rates are 13%, 9% and 0%. Registration is required once taxable sales exceed EUR 40,000 from the start of the year. |
| Dividends | Taxed at company level | From 2025, dividends paid to individuals are no longer subject to an extra 7% withholding. Official sources do not list a separate withholding on non-resident legal entities. |
| TSD return | By the 10th of the following month | Filed and paid when the company pays taxable items such as dividends, salaries or board member fees. |
| Annual report | Within 6 months after the end of the financial year | June 30 for calendar-year companies. Required even with no business activity. |
| Audit | Only above size thresholds | From 2024, an audit is required if the company exceeds 2 of these: revenue EUR 5 million, assets EUR 2.5 million, 50 employees. |
Tax rates and rules follow notices from the Estonian Tax and Customs Board (EMTA) and the e-Business Register. Ask an accountant to review how they apply to your actual structure.
Estonia OÜ, AS or branch: which one?
Foreign companies setting up in Estonia most often form a new private limited company (OÜ). Larger businesses can consider a public limited company (AS), or the foreign parent company can open a branch.
| Item | Private limited company OÜ | Public limited company AS | Branch |
|---|---|---|---|
| Legal status | Separate legal entity | Separate legal entity | Not a separate legal entity; part of the foreign parent company |
| Minimum capital | EUR 0.01 | Ask our consultants | Ask our consultants |
| Online registration fee | EUR 265 | Ask our consultants | Ask our consultants |
| Shareholder liability | Limited to the contribution | Limited to the contribution | Borne by the parent company |
| Corporate income tax | 22/78 on distributed profits | 22/78 on distributed profits | 22/78 when permanent establishment profits are taken out |
These are general principles. Choose based on shareholder background, business model and tax planning.
What foreign founders should know about setting up a company in Estonia
- e-Residency does not change your personal tax residency, and it is not a visa or residence permit.
- All shareholders and board members must be able to sign digitally with an Estonian ID card (including the e-Residency card), Smart-ID or Mobile-ID.
- If the company's address is abroad, it must appoint a qualified local contact person. In practice, most founders get a legal address or contact person service from a licensed provider.
- The Estonian Tax and Customs Board notes that Estonian tax registration does not automatically remove a company's tax obligations in other countries. If the company is actually managed from another country, it may create a permanent establishment or place of effective management there, so assess this as well.
- If your home country has controlled foreign company (CFC) rules, profits of an Estonian company you control may need to be taxed there, especially if the company has no real operations. Check with a tax adviser in your country.
Why work with NSS Group on your Estonia company registration?
NSS Group (go.ai.com.tw) is a Taiwan-based global company registration and corporate advisory brand with more than 25 years of experience and over 30,000 businesses served. We provide company formation, bank account opening, accounting and tax, and annual maintenance in many countries and regions, including Estonia. We can arrange a local contact person and assess tax risks when the company is managed from abroad. Fees are based on a free assessment and a written quote. Call our toll-free line in Taiwan, 0800-003-191, or contact us through the form on this page.
Further reading
Sources: e-Business Register: Establishment of a private limited company; Invest in Estonia: Private limited company (OÜ); e-Residency: Start a company; EMTA: Tax rates; EMTA: Taxation of dividends (updated 2025-10-17); EMTA: Tax liabilities of companies established by e-residents; EMTA: Registration as a VAT payer; EMTA: Standard VAT rate; RIK: Annual report. The latest official notices prevail. This page is general information and is not legal or tax advice.
How much does it cost to set up a company in Estonia in 2026?
The state fee to form a private limited company (OÜ) online in the e-Business Register is EUR 265, and the minimum share capital is only EUR 0.01. According to the e-Residency website, a contact person service from a licensed provider costs about EUR 200 to 400 per year. You should also budget for bookkeeping, the annual report and tax filings. Advisory fees are quoted separately based on your needs.
Can a foreign founder own 100% of an Estonian company with e-Residency?
Yes. Estonia’s registration rules do not restrict shareholder nationality. Once you hold an e-Residency digital ID card, you can form an OÜ online in the e-Business Register and own 100% of it, with no local partner needed. If the company’s address is abroad, it must appoint a qualified local contact person, so in practice most founders get an Estonian legal address or contact person service from a licensed provider.
Do I need to go to Estonia in person to set up a company?
The company registration itself can be done fully online. The application can only be signed digitally with an Estonian ID card (including the e-Residency card), Smart-ID or Mobile-ID, and all shareholders and board members must be able to sign digitally. Applying for and collecting the e-Residency digital ID card follows the official e-Residency rules. Once you have the digital ID, the registration can be completed online from abroad.
How is Estonian corporate tax calculated? Are undistributed profits really tax-free?
An Estonian company pays no corporate income tax when it earns profits. Tax is charged at 22/78 only when dividends are distributed (equal to 22% of pre-tax profit), and this also applies in 2026. Fringe benefits, gifts and non-business expenses are also taxed. When the company makes taxable payments, it files a TSD return by the 10th of the following month, and it submits the annual report within 6 months after the end of the financial year.
Does an Estonian company need to register for VAT?
When taxable sales in Estonia exceed EUR 40,000 from the start of the calendar year, the company must register as a VAT payer with the Estonian Tax and Customs Board. Below the threshold, it can register voluntarily. The standard VAT rate has been 24% since July 1, 2025. After registration, VAT returns and payments are due by the 20th of each month, even if the company has no business activity.
Who can help me register a company in Estonia?
NSS Group (go.ai.com.tw) can help. With more than 25 years of experience and over 30,000 businesses served, NSS Group offers one-stop Estonia company registration, including entity type and tax structure assessment, e-Residency application guidance, contact person and legal address arrangements, online registration in the e-Business Register, and VAT registration, TSD and annual report reminders. Fees are based on a free assessment and a written quote. Call our toll-free line in Taiwan: 0800-003-191.