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).

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 difference between Board member/director salary and Employee salary?

In many cases the type of salary for small company member can be either a Board member remuneration or Employee salary, or a combination of these two.

Board member remuneration is applied for fulfilling company management tasks, such as hireing, managing of staff, business development etc. Employee salary is applied for servicing clients, participating in the provision of services or production.

If the activity of Board member includes e.g. servicing clients, producing goods, consulting clients or otherwise participating in provision of services or production, then this part of the work would mostlikely qualify as employee salary.

If the activity of Board member would partially qualify as fulfilling of company management tasks, then it would be a combination of employee salary and board member remuneration. The right proportion should be evaluated case-by-case. Many single-man companies have exercised a proportion of 25/75 where 25% is board member remuneration.

The difference between remuneration and employee salary lies in taxation.

Board member remuneration is always taxed in Estonia by 20% on gross remuneration. And social tax of 33% on gross remuneration is also payable in Estonia, unless valid A1(E101) form from country of residency of board member is provided. Tax is due next month after payout.

The tax on Employee salary is applied in the country of residency of employee, or in the country where the work has actually been performed. If employee does the work outside of Estonia, then Employee salary would not be taxable in Estonia. Employee would report his/her foreign income from Estonia, in the country where he/she is tax resident or where his/her economic center can be considered established.

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.

How can I add new shareholders to my OÜ company?

Changes in the shareholding cannot be made online, but are processed offline with the public notary in Estonia. It requires document works from all parties, here is what is needed:

Needed from current shareholder and from new shareholder:

  • Power of Attorney (PoA).  Signing of the PoA must be verifyed by your notary and by new shareholder notary. Verifyed PoA must then be supported with apostil or legalized. Some exceptions apply: Notary deeds issued in Latvia, Lithuania, Poland, Russian Federation, Ukraine, Belgium, France, Denmark, Republic of Ireland, Italy do not require apostil nor legalization.
  • if the martital status of current shareholder is other than single, t.e. married, divorced, widowed, then one must provide statement from its department of family affairs with apostil or legalized, to confirm the marital status. If the marital status is married, then either a marriage contract of assets or PoA from spouse will be required.
    The above is required as the shares of OÜ company in Estonia are considered as joint assets of the marriage, and the measures are for protection of other side of the marriage,
  • Drafts of the PoA-s are always prepared and provided by us as.

Initial shareholder must decide:

  • if new shareholder will obtain part of its current €2500 share (easier and preferred option),
  • or if new additional shares will be issued where current shareholder keeps €2500 and new shareholder gets additional shares so the share capital of the company will increase. The last option requires initial share capital of €2500 to be paid and registered first, and additional share capital be paid by new shareholder,
  • if new shareholder will become also a director,
  • if it will pay any investment into the company or a premium to initial shareholder,
  • the new registered share capital: 2500 euros or more?

Details of the Shareholder(s):

In case of private shareholder(s):

- full name:
- date of birth:
- residency address:
- email address:
- copy of passport of the private shareholder(s) to be emailed to PROVIDER separately
- marital status of the private shareholder: single/married/divorced/widow

Number of members of the management board:

Details of the member(s) of the management board:

-name:
-date of birth:
-residency address:
-email address:
-copy of passport: to be emailed to PROVIDER separately.

The Company shall be legally represented by:

a) each member of the management board alone, or
b) all members of the management board jointly, or
c) some different quorum

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

Our service fee applies, ask for quote.

A notary and apostil fees in the country of initial- and new shareholder will be paid by shareholders additionally.

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).