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Estonian OÜ company formation with e-Residency

An Estonian osaühing (OÜ) is a private limited company that e-residents can register online through the Company Registration Portal. As of October 2026 the minimum share capital is one cent, and profits are taxed at 22% only when they are distributed.

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The first step is e-Residency itself. You apply online and wait for the Police and Border Guard Board's decision, which is taken within 30 days; the card then reaches your chosen pickup location in two to five weeks. You collect it in person, are fingerprinted there, and the card is valid for five years.

With the card you register the company through the Company Registration Portal and sign digitally together with any co-founders. Share capital can be as low as one cent but must be paid in before the application is filed. Expedited applications that use the standard articles are reviewed by the next working day, standard applications within five working days.

Every OÜ needs an Estonian legal address or, if its address is abroad, a licensed contact person such as a service provider, law firm or notary. The company keeps accounts, files a monthly TSD return when it pays salaries or dividends and submits an annual report within six months of its financial year end, even without activity.

e-Residency cards issued until August 2023 lose their certificates on 9 December 2026, so holders of older cards should renew or set up an alternative before then.

Estonian accountants and licensed service providers give the tax and compliance advice; Redomiciled coordinates the setup.

Who it suits

  • Location-independent founders

    You work from several countries and want an EU company you can run from anywhere.

  • Service businesses invoicing EU clients

    Your customers prefer an EU counterparty with an EU VAT number.

  • Founders who reinvest

    You plan to keep profits in the company to grow it, and tax only arises when you distribute.

  • Founders relocating to a territorial-tax country

    You need a transparent, credible company while your residence changes; advice in your new country decides how dividends are taxed.

Requirements

  • Digital signature or notary

    Each founder signs with an Estonian digital ID, such as the e-Residency card, or in person before a notary.

    Required

  • At least one management board member

    Any nationality and place of residence; the board runs the company and signs its filings.

    Required

  • Estonian legal address or licensed contact person

    A contact person is required whenever the company's address is outside Estonia.

    Required

  • Share capital paid in

    As little as one cent, paid before the registration application.

    Required

  • Accounting and annual report

    Annual report within six months of year end, plus monthly TSD returns whenever salaries or dividends are paid.

    Required

  • VAT registration

    Compulsory once Estonian taxable turnover exceeds €40,000 in a calendar year; voluntary registration is possible.

    Depends on your case

  • Office or staff in Estonia

    Not required by law, but it supports the position that the company is managed from Estonia.

    Depends on your case

Documents

  • e-Residency digital IDCollected in person with your passport and used for every signature.
  • Articles of associationThe standard articles allow expedited registration; bespoke articles go through the standard procedure.
  • Founder and board member detailsNames, personal identification codes and addresses of every shareholder and board member.
  • Contact person or address agreementContract with the licensed contact person or the provider of the Estonian address.
  • Proof of share capital paymentEvidence that the contributions were paid before the application was filed.

Timeline

  1. 1Apply for e-ResidencyOnline application and background checks; the decision follows within 30 days.
  2. 2Collect the digital IDDelivered to the chosen pickup location two to five weeks after the decision and collected in person.
  3. 3Legal address or contact personEngage a licensed provider for the Estonian address or the contact person.
  4. 4Register the OÜOnline application through the Company Registration Portal; expedited review by the next working day.
  5. 5Accounting and paymentsSet up bookkeeping, VAT where needed and an account with a bank or payment institution that accepts the company.
  6. 6Ongoing complianceTSD returns by the 10th of the following month when paying out, and the annual report within six months of year end.

Tax notes

  • An Estonian company pays no corporate income tax on retained or reinvested profits. Tax becomes due when profits are distributed, at 22/78 of the net amount, which equals 22% of the gross distribution. The lower 14% rate for regular dividends ended in 2025, and the rise to 24% planned for 2026 was cancelled.
  • Hidden distributions, such as private expenses paid by the company, gifts or fringe benefits, are taxed in a similar way, so business and private spending must be kept strictly apart.
  • Once the company has paid the 22/78 tax, Estonia withholds nothing further on dividends to a non-resident individual. The shareholder's country of residence may tax the dividend and may apply controlled foreign company rules.
  • A company established under Estonian law is Estonian resident, but if it is managed from another country it will probably have a permanent establishment there, and that country can tax the profit. This is the main risk for founders living in higher-tax countries.
  • VAT has been 24% since 1 July 2025, and registration is compulsory above €40,000 of taxable turnover in a calendar year.

General information, not tax advice. Your position depends on your circumstances.

Banking fit

  • EU payment institutions and multi-currency providers are the usual home for an e-resident's company; traditional Estonian banks generally expect a local connection.
  • Providers check where the owner lives and how the business runs; a clear website, contracts and invoices help.
  • Companies with EU clients benefit from SEPA payments and an EU IBAN, provided the institution accepts them after its due diligence.

Questions

Can a non-resident open an Estonian company?

Yes. With e-Residency you can register and run an OÜ online from abroad. You need a licensed contact person if the company's address is outside Estonia, and Estonian accounting and reporting rules apply from day one.

How long does Estonian company formation take?

e-Residency is the slow part: a decision within 30 days, then two to five weeks for the card to arrive at your pickup location. Registering the company usually takes one working day with the expedited procedure.

Do I pay tax in Estonia if I keep profits in the company?

No. Estonian corporate income tax only applies when profits are distributed, at 22/78 of the net amount. Your country of residence may still tax the company or you under its own rules.

Is an Estonian company tax-free if I live abroad?

Not necessarily. If you manage it from your home country, that country may treat it as having a permanent establishment or as resident there and tax its profits. Take advice where you live before relying on Estonian rules alone.

Do I need to visit Estonia?

Not for the company. You collect the e-Residency card in person, but that can happen at an Estonian embassy or another pickup point abroad. Registration, signatures and annual reports are handled online.

More in Estonia

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Sources

  1. Police and Border Guard Board: State fee for the e-resident's digital ID, retrieved 2026-10-25
  2. Police and Border Guard Board: e-Residency procedural time limit, retrieved 2026-10-25
  3. Police and Border Guard Board: Picking up the e-resident's digital ID, retrieved 2026-10-25
  4. Police and Border Guard Board: e-Resident's digital ID (validity), retrieved 2026-10-25
  5. e-Residency: What is e-Residency?, retrieved 2026-10-25
  6. e-Residency: Dashboard (programme statistics), retrieved 2026-10-25
  7. Company Registration Portal: Start an application, retrieved 2026-10-25
  8. Riigi Teataja: Commercial Register Act (consolidated), retrieved 2026-10-25
  9. Riigi Teataja: Commercial Code (consolidated), retrieved 2026-10-25
  10. Estonian Tax and Customs Board: Tax rates, retrieved 2026-10-25
  11. Estonian Tax and Customs Board: Income and social taxes, retrieved 2026-10-25
  12. Riigi Teataja: Amendment act of 3 December 2025 removing the 24% rate (RT I, 18.12.2025, 3), retrieved 2026-10-25
  13. Ministry of Finance: Legislative changes in force in 2026, retrieved 2026-10-25
  14. Estonian Tax and Customs Board: Tax liabilities of companies of non-residents and e-residents, retrieved 2026-10-25
  15. Centre of Registers and Information Systems: Annual report, retrieved 2026-10-25
  16. Estonian Tax and Customs Board: Standard VAT rate, retrieved 2026-10-25
  17. Estonian Tax and Customs Board: Obligation to register as a taxable person, retrieved 2026-10-25
  18. Riigi Teataja: Income Tax Act (consolidated), retrieved 2026-10-25
  19. Estonian Tax and Customs Board: Submission of declaration form TSD, retrieved 2026-10-25
  20. Police and Border Guard Board: Citizenship-based application restrictions, retrieved 2026-10-25
  21. Police and Border Guard Board: e-Residency cards issued until August 2023, retrieved 2026-10-25
  22. e-Residency: Contact person and legal address, retrieved 2026-10-25
  23. Redomiciled internal briefing: Estonian company and tax notes, retrieved 2026-10-25

Reviewed by the Redomiciled team on .

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