Necessary Licenses and Documents for Company Establishment in Estonia

Establishing a company in Estonia is now a process that can be completed entirely online within a few days. However, being “fast and digital” does not mean that no documents or licenses are required. An incorrect EMTAK code, missing identification documents, or a missed activity license can delay both the opening of a bank account and the start of operations for months.

Basic Framework for Establishing a Company in Estonia: OÜ, e-Residency, and Digital Process

The most common type of company in Estonia is the Private Limited Company (OÜ – Osaühing), which is closest to a Turkish limited company structure. As of 2026, the process has largely been digitized:

• The establishment application is made through the e-Business Register (ettevotjaportaal.rik.ee).
• Founders and managers sign with an Estonian e-Residency digital identity or an EU qualified e-signature.
• The state fee for standard applications is €265, and the approval period is usually 1–5 business days.

However, to reach this “magical 1–5 days”, many details need to be addressed beforehand, from selecting the correct EMTAK code to preparing documents in the correct languages. Below, you can find the documents, types of licenses, and possible obligations required for establishing an OÜ in Estonia step by step.

Mandatory Documents for OÜ Establishment in Estonia

1. Articles of Association

The cornerstone of OÜ establishment is the company’s articles of association. Typically, a standard template provided on the Estonian Ministry of Justice portal is used. This document includes:

• The company’s trade name and legal address in Estonia,
• Subject of activity (usually broadly defined; the EMTAK code is also selected),
• Share capital (although the minimum theoretical amount is €0.01, a higher capital is recommended for reputation and banking purposes),
• Partners (shareholders) and share distribution,
• Structure of the board of directors, decision-making, and signing authorities

are included. The articles of association are approved by all founders with a digital signature.

2. Founding Resolution

In a single founder or multi-partner structure, a founding resolution is required that expresses the founders’ intention to establish the company. This resolution:

• States that the company is to be established,
• Confirms the approval of the articles of association,
• Appoints the initial board of directors,
• Clearly specifies how the share capital is to be contributed

and is digitally signed by all founders.

3. Identification Documents and UBO Information

Estonian authorities want to clearly see the identities of company partners, managers, and ultimate beneficial owners (UBO). Therefore:

• A valid passport or ID card for all partners and board members,
• If necessary, a UBO list (especially for corporate partners or complex ownership structures),

must be provided. If the documents are not in English or Estonian, in most cases:

• Notarization,
• Apostille,
• If necessary, Estonian translation

may be required. Even a small mistake at this stage can lead to the rejection of the application or delays due to requests for additional documents.

4. Legal Address in Estonia and Proof of Address

Every Estonian OÜ must have a legal address that appears in the commercial register. Most foreign entrepreneurs obtain this address through:

• central/virtual office service providers in Estonia,
• or a reliable business development consultant

The system usually allows the use of this address by your company through a contract or service agreement, and this document is added as proof of address in the application.

5. Local Contact Person Information

If most of the members of your board of directors are not resident in Estonia, you are required by Estonian law to appoint a local contact person. This person is usually:

• A law firm operating in Estonia,
• A licensed company service provider

and acts as a bridge for official notifications to reach you. The name and contact information of the contact person are registered in the commercial register.

6. Company Name and EMTAK Activity Code Selection

Before registration, you need to clarify the company’s trade name and EMTAK activity code:

• The company name is subject to availability check through the e-Business Register. The same or very similar names are not allowed.
• The EMTAK code is the classification of economic activities in Estonia. Different codes are used according to areas such as consulting, SaaS, construction, food, etc.

Choosing the wrong EMTAK code can lead to the rejection of the activity license or incorrect tax assessment, especially in sectors that require licenses. Therefore, it is important to match the EMTAK code with professional support, especially in regulated sectors such as finance, construction, food, and tourism.

7. Capital Amount and Payment Document

Although the minimum legal capital for an OÜ in Estonia is theoretically €0.01, in practice, this amount does not provide assurance for banks and business partners. In practice:

• Typically, a capital of €2,500 or more is preferred.
• The capital may not be deposited immediately in cash, but must be fulfilled within a certain period.
• The bank receipt received when the capital is deposited into the bank account may be requested at a later stage.

While it is possible to defer the actual payment of the share capital, a strong capital structure provides advantages in license applications, banking, and investor meetings.

Licenses and Activity Notifications in Estonia: Which Businesses Require a License?

Establishing a company in Estonia and legally starting your business are different steps, especially in regulated sectors. In some activities, only an “economic activity notification” is sufficient, while in others, you must go through a strict licensing process.

Activity License vs. Economic Activity Notification

• Activity license (tegevusluba): Requires approval from the relevant authority before starting the business. You cannot commence operations until the application is approved.
• Economic activity notification (majandustegevusteade): Generally an online notification. You can start operations immediately after making the notification; there is no detailed preliminary review.

You can check whether a license or just a notification is needed based on your EMTAK code through the Economic Activities Register. At this stage, choosing the wrong EMTAK code can even lead to the technical impossibility of applying for a license.

Key Sectors Requiring Licenses (2026 Framework)

As of 2026, Estonia has tightened licensing conditions in certain sectors in line with EU regulations and the EU Green Deal:

• Finance, crypto, insurance, gambling:
  • Detailed business plan,
  • AML/KYC policies (anti-money laundering),
  • Criminal record and “fit & proper” assessments for managers,
  • Minimum capital and sometimes local office requirements
• Construction and building inspection:
  • Professional qualification documents for engineers and inspectors,
  • Energy efficiency and sustainability documents (under the Green Deal),
  • Local municipality and technical authority permits if required
• Food sector (restaurant, cafe, catering, alcohol sales):
  • Food business registration and compliance with hygiene requirements,
  • Separate licenses for alcohol sales,
  • Food safety training for employees
• Tourism, education, transportation, worker leasing:
  • Activity-based local authority approvals,
  • Minimum capital and insurance in certain cases,
  • Additional conditions related to personnel qualifications and contract models

In contrast, most online services (SaaS, software development, consulting, etc.) only require company registration; no additional license is sought.

Summary of Example Sectors and Requirements

• Online SaaS:
  • Company establishment + correct EMTAK code,
  • Generally no additional license, only tax and KVKK/GDPR compliance.
• Cafe/Restaurant:
  • Economic activity notification,
  • Food business and hygiene permits,
  • Alcohol license if serving alcohol.
• Construction Company:
  • Certified qualifications for authorized engineers/specialists,
  • Full activity license if required,
  • Municipal construction permits based on the project.
• Finance/Crypto Platform:
  • License from the financial regulator,
  • Detailed business plan, proof of capital,
  • AML/KYC policy and procedure documents.

How Does the License Application Process Work?

1. Establishment of the OÜ and selection of the EMTAK code: First, you register your company, then proceed to the licensing process.
2. Check in the Economic Activities Register: You check whether a license or just a notification is needed based on your EMTAK code.
3. Preparation of necessary documents:
   • Company documents (commercial register entry, articles of association),
   • Identification and criminal record documents for partners and managers,
   • Business plan and financial projections,
   • If necessary, professional certificates, insurance policies, AML policies.
4. Application and review:
   • Economic activity notifications usually conclude within a few days and at low cost.
   • Activity licenses can take weeks to months depending on the type of activity; fees range from hundreds to thousands of Euros.

Post-Registration Obligations: Tax, VAT, Accounting, and Banking

VAT Registration Threshold and Voluntary Registration

The general threshold for VAT liability in Estonia is an annual €40,000 turnover. When you exceed this threshold, VAT registration is mandatory. However:

• If your business model involves significant amounts of deductible VAT (e.g., high-tech investment, equipment),
• If you are engaged in B2B trade within the EU,

it may make sense to voluntarily register for VAT even if you are below this threshold. The application is made online through the Estonian Tax and Customs Board (EMTA).

Employer Registration and Payroll Obligations

As soon as you start employing staff in Estonia, you must register your company as an employer with the tax office. This is particularly important in cases where:

• You open an office in Estonia and create local employment,
• Or you send employees to other EU countries through the “posted worker” / international personnel leasing model

A wrongly structured employer registration and payroll processes can pose risks in terms of social security and withholding taxes both in Estonia and in the country where the employee is assigned.

Opening a Bank Account and AML Documents

After the OÜ is registered, you need to open a business bank account. Traditional banks and fintech institutions in Estonia (Wise Business, Revolut Business, etc.) typically require the following documents:

• Company commercial register entry and articles of association,
• Identification documents for partners and managers,
• A description of the company’s business model and expected transaction volume,
• AML/KYC policies for high-risk sectors.

Especially in models involving finance, crypto, or high-volume international money transfers, banks conduct thorough reviews. A suitable detailed business plan and a well-structured company setup play a decisive role in account approval.

Accounting and Reporting Regulations

All companies in Estonia, regardless of size, are required to regularly keep accounts and submit legal reports. In particular:

• Monthly or quarterly VAT declarations,
• Social security and income tax declarations,
• Annual financial statements and reports,

must be submitted timely and regularly. To optimally benefit from Estonia’s 0% corporate tax on undistributed profits regime, accounting and tax planning must be correctly structured during the establishment phase.

E-Residency and Remote Establishment in Estonia: Advantages and Pitfalls

Thanks to the e-Residency program, you can establish a company in Estonia completely remotely from anywhere in the world. However, the following points should not be overlooked:

• e-Residency does not provide residency or citizenship; it only grants digital identity and signature rights.
• Even if your company is established in Estonia, if the actual management location of the business is in another country, the tax authorities of that country may consider your company “resident”.
• There must be full compliance with Estonian legislation regarding address, contact person, board structure, and licenses.

Therefore, it is much healthier to design not only the establishment of a company with e-Residency but also elements such as international tax planning, payroll and recruitment, golden visa/residency strategy together.

How Corpenza Can Support You in This Process?

Establishing an OÜ in Estonia may seem fast and simple at first glance; however, the correct EMTAK code, license requirements, tax legislation, and international recruitment/payroll aspects constitute the part that requires expertise. Especially if you want to enter licensed areas such as:

• Finance, crypto, food, construction, tourism, or worker leasing/posted worker,
• If you plan to establish the company in Estonia and operate in other EU countries,
• If your team works remotely across different countries and you want to establish a compliant structure in terms of payroll (EOR), tax, and social security,

professional guidance is necessary.

As Corpenza, we offer integrated solutions in:

• company establishment (OÜ) in Estonia,
• Planning and preparation of necessary licenses and activity notifications,
• International accounting and tax optimization,
• Payroll (payroll/EOR) and personnel leasing (posted worker model),
• Aligning residency, golden visa, and investment citizenship strategies with your company structure in Europe

The aim is not just to establish an “Estonian company”, but to enable you to build a sustainable and audit-resistant business and tax architecture on a global scale.

Conclusion: Make Documents and Licenses a Part of Your Strategy When Establishing a Company in Estonia

Establishing a company in Estonia is a quite modern process that takes a few days when prepared correctly. However:

• Missing or incorrect documents,
• Incorrect EMTAK code selection,
• Overlooked licenses or activity notifications,
• Unplanned tax and payroll obligations

can impose a heavy burden on your business both in terms of time and cost. It would be most appropriate to address all documents, especially the articles of association, founding resolution, identification and address documents, EMTAK code, and capital, along with sectoral license needs and tax planning during the establishment phase.

If you are planning to establish a company, residency, golden visa, international accounting, payroll/EOR, and personnel leasing in Estonia or another European country, structuring this process as a strategic international mobility project reduces risks in the long run and protects your profits.

Disclaimer

This text is for general informational purposes only and should not be interpreted as legal, financial, or tax advice. Legislation in Estonia and other countries can frequently change; always check current official sources (e.g., the relevant country’s commercial register, tax authority, etc.) before starting company establishment, licensing, tax, and residency processes, and seek advice from a qualified professional.