Company - Sunny Business Services

What does OÜ and MTÜ, stand for and what are the differences between them?

An OÜ (abbreviated Osaühing), is a Private Limited Company that has its share capital divided into private limited company shares and must have a management board (one or more members), which means a directing body that represents and directs the company. The registered share capital of OÜ without immediate contribution can be in the range of €2500 and €25000. With immetiate contribution the share capital can be more than €25000.

If more than half of the board members do not reside in Estonia, the company must report a contact agent and address in Estonia (Virtual Office and Authorized Contact Person), as well as his/her residency country address and e-mail address.

A MTÜ (abbreviated Mittetulundusühing), is a Non-Profit Organization; charitable organizations that are based on voluntary individuals joined for the public interest. The MTÜ can enter into contracts with the Republic of Estonia and other legal and natural persons if it concerns necessary commercial and/or financial activities related to the MTÜ. The organization cooperates with the state, educational and cultural institutions, as well as other companies and organizations interested in activities of the MTÜ. This type of entity does not have share capital not shareholders. Highest management powers are held by its members.

Let your Sunny days begin, add to cart the Company Registration service and become a client!

We are happy to provide more detailed and personalized information to our registered customers. If you have an inquiry or want to register, please contact our agents at (corporate@sunnybusiness.ee).

Do I need to pay in the share capital while establishing my company?

According to the law the share capital for Estonian OÜ company is minimum €2,500. You do not have to deposit the share capital immediately if the founder(s) of the company are private individuals; you can deposit the share capital later at the bank or at the payment services institution within European Economic Area. Until the whole sum has been paid, the founders are personally liable for the missing contribution and must deposit it when company fiscal situation requires it.

When should I pay in the share capital if it was not paid at the time of incorporation?

Our standard terms for depositing the share capital is 10 years or when company fiscal situation requires it, whichever comes first. Note, that share capital contribution is required before distribution of profits (dividends) to shareholder. Also other contribution terms are available upon request.

What else should know about contribution of share capital?

Once the company has IBAN (international bank account number) opened either in the bank or payment institution within European Economic Community , the shareholer(s) should transfer their stake(s) of capital on the company bank account in Euros, with payment explanation as 'Share capital'. When all shareholders have paid their stakes, you should request the digital confirmation from the bank/payment institution on payments. We will then help you further on, to get the contribution of share capital registered at Estonian company register and to get the company compliant with requirements.

Can the share capital be later paid from the earnings of the company?

No. The share capital must only be paid by shareholder(s), that's why the company is called 'limited liability' - the liability of the shareholder(s) equals the amount they have contributed.

Can the share capital of the company be used for payments or withdrawals?

Yes. Company is not required to keep the funds of share capital on its bank account. It is allowed to make payments out of it for business related expenses, investments, loans, or keep it in cash.

We are happy to provide more detailed and personalized information when you’re already running your business with us. To register as a Sunny Business customer, please contact our agents at (corporate@sunnybusiness.ee).

When does my company’s fiscal year starts

Fiscal year usually starts from the immediate next month of when your company was established.
E.g.:  Company’s establishment date: August-18-2019
Company’s fiscal year: September-01 to August-31.
However, the fiscal year can be set with different 12 month period, as well as meeting the calendar year.

How should I choose the activity code of my company and can it be changed later?

When incorporating the company, only one activity code can and must be reported at the time of registration. This code should represent the activity that the company mostlikely will have mayority of the income from. The code will be adjusted if neccessary, at the time of each closing of the fiscal year with annual report/tax return. Activity code is based on NACE system.

Can company do business in more than one acitvity, and how the activity code should then be reported?

Yes. The same company can simultaneusly operate in various business fields with different acitvity codes. At the time of company registration just one activity code is reported, the one which is expected to have highest percentage of total activity. All activities with respective codes will be reported at the time of each closing of the fiscal year with annual report/tax return.

I just successfully received my e-Residency kit, and have my e-resident ID card and PIN codes, what is next for me to start operating my business?

To start operating your company, you will need to sign up for Virtual Office and Authorized Contact Person services, if you are not based in Estonia. You may also need help with bookkeeping, legal matters and business banking in Estonia and European Union. Luckily, we are good to help you with all of them!

Let your Sunny days begin, add to cart the Company Registration service and become a client!

We are happy to provide more detailed and personalized information when you’re already running your business with us. To register as a Sunny Business costumer, please contact our agents at (corporate@sunnybusiness.ee).

Why do I need Virtual Office and Authorized Contact Person services for?

Any Estonian registered company whose management is located outside Estonia, must appoint a licensed local agent (company) as an “Authorized Contact Person”. The address of your contact person will be an Estonian physical location and e-mail address of your company, where authorities and other parties can contact the company. The place of your company management must be reported separately, which usually is your office or home address.

Add your Virtual Office and Authorized Contact Person services to your cart and start operating your e-company!

What does Virtual Office services include? 99€/year

Address of correspondence, including digitalization, e-mailing and mail forwarding. Archiving of mail for up to 12 months, delivery of originals to designated location and basic secretary services.

Add your Virtual Office service to your cart and start operating your e-company!

We are happy to provide more detailed and personalized information when you’re already running your business with us. To register as a Sunny Business costumer, please contact our agents at (corporate@sunnybusiness.ee).

What does Authorized Contact Person services include? 199€/year

Authorized contact person, or licensed local agent, is mandatory for all companies with non-Estonian resident directors. Sunny Business is registered as an authorized and competent company to provide “Contact Person” services, which includes receiving official and procedural documents on behalf of your company, share and help you understand the content, immediately.
Authorized contact person is regulated and licenced service, which sets certain requirements for the agent offering the service. Among other requirements, the agent must comply with procedures of prevention of moneylaundering and -counter terrorism, it must follow 'know your customer' principles, etc.. Complying with these requirements takes resources, which are accounted into the service fee.

What is the number of our licence and can you have the copy of it for your records?

Sure. Our licence number is FIU000124. Licence Sunny Finants OÜ. Licence e-resident store OÜ.

Add your Authorized Contact Person service to your cart and start operating your e-company!

We are happy to provide more detailed and personalized information when you’re already running your business with us. To register as a Sunny Business costumer, please contact our agents at (corporate@sunnybusiness.ee).

Can my foreign company be the founder or shareholder of Estonian company and what does it take?

Yes it can. However, the establishing of the company then is not that simple as it would be with private founder who is e-resident.
Establishing of Estonian company with foreign company as founder and shareholder, will require following:
- depending on a registrar country of foreign company, either company certificate/certificate of incorporation/certificate of good standing or registry extract. The document must indicate details of signatory director who is entitled to represent the company. The document must be certifyed by issuing authoroty, e.g. business registrar, Companies House, Secretary of State, etc depending on a country.  The document must also be supported with apostil or legalized, depending on a country. Some exceptions apply: Documents issued in Latvia, Lithuania, Poland, Russian Federation, Ukraine, Belgium, France, Denmark, Republic of Ireland, Italy do not require apostil nor legalization.

- Corporate registry documents in a form, that provide proof of ultimate beneficial owner(s) up to physical person(s). Depending on a country this can be in very different forms and additional requirements may apply.

-Memorandum of Association/Articles of Association of founding/shareholder company, certifyed by issuing authoroty.

-Power of Attorney (PoA) from founding/shareholder company, signed by signatory director whose details are reported on company certificate.  Signing of the PoA must be verifyed by your notary. Verifyed PoA must then be supported with apostil or legalized. Some exceptions apply: Notarized documents issued in Latvia, Lithuania, Poland, Russian Federation, Ukraine, Belgium, France, Denmark, Republic of Ireland, Italy do not require apostil nor legalization. Draft of the PoA is always prepared and provided by us as.

-All documents must be either issued or translated by sworn/notarial translation into english, or russian, or estonian langage.

What does it take to liquidate the company? Can I put my company on sleep mode?

If the company does not trade, does not have any expenses or payouts, then it is possible to put company on sleep mode. However, every company must submit annual report/tax return even if company had zero transactions in the fiscal year.  Also every company with non-resident director must have Authorised Contact Person and Virtual Office services hired. This means that company will have some expenses anyhow, in order to meet these requirements.

Closing of the company requires liquidation process to be carried out, which has some costs involved. Liquidation process must include following:

  • Preparation and sumbission of shareholder resolutions.
  • Appointment of local resident liquidator who is Estonian resident and lives in Estonia
  • Announcements in the public notice board
  • Payment of public notice fee
  • Payment of state fee for registering the liquidation
  • Liquidation starting balance sheet and report
  • Liquidation closing balance sheet and report
  • Signing various documents and applications on behalf of the company as needed during the process.
  • Archiving of company accounting documents for minimum of 7 years, some documents are required to be archived for 10 or 50 years. Local resident company or person must be registered as depository of documents.
  • Shareholders who do not have valid e-residency, must either attend to Estonian notary or to authorise local liquidator for submission of petitions and documents.

Liquidation process usually takes about 8 months, until the company becomes completely deleted.

Our fee for liquidation service starts from €1500 which includes all services listed above. Accounting- and tax services fee may be applicable extra. Note, that we provide liquidation service only to companies who do not have outstanding liabilities to third parties.