Your Complete Checklist for Estonian Company Registration in 2025
1. Personal Identification Documents
Required for All Founders & Directors
Valid Passport or National ID Card – What is it?
A passport is an official government-issued travel document that certifies your identity and citizenship. A national ID card serves the same purpose within the EU. For Estonian company registration, this document proves who you are and that you have the legal right to establish a business entity.
Estonian authorities use this document to verify your identity, conduct background checks, and ensure compliance with anti-money laundering regulations. It’s the foundation of your entire registration process.
- Government-issued identity document (passport or EU national ID)
- Must be current and not expiring within 6 months from registration date
- Color scan or high-quality photo required (all pages showing information)
- All pages with personal information must be included (photo page, signature page, any amendments)
- Must be clearly legible – blurry scans will be rejected
- For non-EU passports: apostille or notarization may be required depending on your country
- Used for identity verification and background checks
- Serves as proof of citizenship and legal capacity to conduct business
- Machine-readable zone (MRZ) at bottom should be visible and clear
Proof of Residential Address – What is it?
Proof of residential address is a document issued by an official institution (government, utility company, or bank) that confirms where you currently live. This document is required for regulatory compliance, anti-money laundering checks, and to ensure authorities can contact you if needed.
Banks and registration authorities need to verify that you have a stable residential address. This helps prevent fraud and ensures compliance with international KYC (Know Your Customer) regulations.
- Official document confirming your current residential address
- Acceptable documents include:
- Utility bill (electricity, water, gas, internet)
- Bank statement showing your address
- Government-issued document with address (tax notice, residence certificate)
- Rental agreement (with landlord’s signature)
- Must not be older than 3 months from submission date
- Document must clearly show your full name and complete address
- Must match the address on other registration documents
- Digital bills are acceptable if they show issuing company details
- P.O. Box addresses not accepted – must be physical residence
- If staying with family/friends, may need additional documentation
- Required for both company registration and bank account opening
Digital Photo (for e-Residency applicants only)
- Passport-style photo
- Recent (taken within last 6 months)
- Light background, facing forward
- JPEG format, minimum 472×591 pixels
Additional Requirements for Non-EU Citizens
Criminal Background Check – What is it?
A criminal background check (also called a police clearance certificate or certificate of good conduct) is an official document issued by law enforcement or government authorities that shows whether you have any criminal convictions. This document helps Estonian authorities ensure that company directors meet legal requirements for business operation.
Estonia takes corporate governance seriously and requires that individuals establishing companies have clean criminal records, particularly regarding financial crimes, fraud, or other business-related offenses.
- Official certificate from police or government authority showing criminal history
- Estonian authorities conduct automatic background checks during registration
- Clean criminal record is essential for approval
- Some jurisdictions may require you to provide this document directly
- Focuses on financial crimes, fraud, embezzlement, money laundering
- Must be apostilled if from non-Apostille Convention countries
- Usually valid for 6 months from issue date
- Not always explicitly requested but checked automatically
- Serious convictions may result in registration denial
- Minor or old convictions may not prevent registration (case-by-case)
- Different countries have different formats and issuance procedures
- Processing time varies by country (1 day to 8 weeks)
2. Company Formation Documents
Core Documents Required for Registration
Articles of Association (Põhikiri) – What is it?
The Articles of Association is the constitutional document that establishes your company’s legal framework and internal rules. Think of it as your company’s rulebook that governs how decisions are made, how shares work, and how profits are distributed.
This legal document is mandatory for all Estonian companies and serves as the foundation for all business operations. It defines the relationship between shareholders, directors, and the company itself.
- Primary governing document of your company
- Must specify:
- Company name (must end with OÜ)
- Business address in Estonia
- Share capital amount (minimum €0.01, recommended €100+)
- Number and nominal value of shares
- Rights and obligations of shareholders
- Decision-making procedures
- Profit distribution rules
- Must be in Estonian language
- Template available through e-Business Register
- Can be modified as your business grows
- Publicly accessible via Estonian Commercial Register
Memorandum of Association – What is it?
The Memorandum of Association is the initial founding agreement signed by all shareholders that formally declares their intention to create a company together. This document precedes the actual company registration and serves as proof of unanimous agreement among founders.
In Estonian law, this document (also called the “foundation agreement”) is a legally binding contract between founders that outlines initial capital contributions and the framework for establishing the company.
- Founding document signed by all shareholders
- States the intention to establish the company
- Includes initial capital contribution commitments
- Required for notarial registration method
- Lists each founder’s name and personal details
- Specifies each founder’s share percentage
- One-time document (not amended after registration)
Founding Resolution – What is it?
The Founding Resolution is an official decision document where the company’s founders formally agree on key organizational matters before registration. This document records the founding members’ decisions about company structure, management, and initial operations.
It serves as the official record of decisions made during the company’s formation and is often required by banks and authorities as proof of proper corporate governance from day one.
- Signed by all founders
- Confirms agreement to establish the company
- Specifies initial board member(s) appointment
- Outlines initial share distribution
- May include decisions about registered address
- Documents voting results on formation matters
- Required by Commercial Register for processing
Company Name Reservation
- Check availability via e-Business Register (free)
- Name must be unique in Estonia
- Cannot conflict with existing trademarks
- Must include legal form indicator (OÜ)
- Should be easy to pronounce and remember
For Companies with Multiple Shareholders
Shareholders’ Agreement (optional but recommended) – What is it?
A Shareholders’ Agreement is a private contract between company shareholders that governs their relationship and establishes rules beyond what’s in the Articles of Association. Unlike the Articles of Association (which is public), this agreement remains confidential between shareholders.
This document is particularly important for companies with multiple founders as it prevents conflicts and provides clear procedures for handling disagreements, exits, or changes in ownership.
- Defines relationships between shareholders
- Covers dispute resolution procedures
- Outlines buy-sell provisions (what happens if someone wants to exit)
- Details voting rights and decision-making thresholds
- Protects minority shareholders from majority decisions
- May include non-compete clauses
- Establishes valuation methods for shares
- Not mandatory but highly advisable for multi-founder companies
- Remains private (not filed with Commercial Register)
3. Legal & Compliance Documents
Registration & Authorization
Power of Attorney (POA)
- Required if registering remotely through a representative
- Must authorize specific person/company to act on your behalf
- Should clearly state scope of authorization:
- Company registration
- Document signing
- Bank account opening (if applicable)
- Must be notarized and possibly apostilled depending on origin country
- Translation to Estonian required if in another language
NACE Code Selection
- Statistical classification of economic activities
- Determines licensing requirements
- Choose primary activity code carefully
- Can add secondary codes for additional activities
- Available in the e-Business Register during application
Legal Address in Estonia
- Mandatory for all companies
- Can be:
- Virtual office address (most common for e-residents)
- Physical office space
- Service provider’s address
- Annual subscription typically required
- Must be valid street address (not P.O. Box)
Special Activity Requirements
Licenses & Permits (if applicable)
- Depends on your business activity
- Common regulated activities:
- Financial services
- Healthcare services
- Transportation
- Food handling
- Construction
- Educational services
- Check with relevant Estonian ministry before registration
4. Banking & Financial Documents
For Opening Business Bank Account
Company Registration Documents
- Articles of Association (apostilled if required)
- Extract from Estonian Commercial Register
- Company registration number
- Board member appointment documentation
Personal Identification
- Passport or national ID
- Proof of residential address
- Tax residency certificate (sometimes required)
Business Documentation
- Business plan (highly recommended, sometimes mandatory)
- Description of business model
- Expected transaction volumes
- Source of funds explanation
- Client/supplier information
- Projected financial statements (first 12 months)
Share Capital Documentation
Bank Certificate of Share Capital Deposit
- Required if paying share capital upfront
- Shows funds deposited into company account
- Can be deferred until company generates revenue
- Recommended minimum: €100 (though €0.01 is technically allowed)
Important Notes:
- Share capital can be deposited after registration
- No profit distribution until capital is fully paid
- Higher capital amount makes better impression on banks
- Most service providers recommend €2,500 minimum for banking
Quick Reference Checklist
✅ Before You Start
- Valid passport/ID (minimum 6 months validity)
- Proof of address (not older than 3 months)
- Digital photo (for e-Residency)
- Clean criminal record
- Decide on company name (check availability)
- Choose NACE business activity code
- Select registration method
✅ Core Documents
- Articles of Association (in Estonian)
- Founding Resolution
- Memorandum of Association (if using notary)
- Power of Attorney (if remote via representative)
- Shareholders’ Agreement (if multiple founders)
- Legal address in Estonia secured
✅ For Banking
- Business plan prepared
- Source of funds documentation
- Expected transaction volume estimates
- Company registration extract
- Personal ID documents
- Residential proof of address
✅ Post-Registration
- Extract from Commercial Register obtained
- Bank account opened
- Share capital deposited (if applicable)
- VAT registration completed (if needed)
- Accounting system set up
- Employment contracts prepared (if hiring)
Need Help with Your Documents?
LKS Consult Services:
- Document preparation and review
- Translation coordination
- Apostille services
- Business plan development
- Banking documentation support
- Personal manager throughout process
Ready to start?
Contact LKS Consult for personalized document checklist and support throughout your Estonian company registration journey.
