COMPANY FORMATION IN ESTONIA

Question 1

Client:

Can I incorporate a company anonymously?

Answer

No, we are in any case obliged to obtain details of the person who will control the company, as well as the shareholders and directors.

Question 2

Client:

What documents do I need to register a company?

Answer

In order to register a company, we require a Know Your Customer (KYC) procedure. In most cases, as part of this procedure, we require proof of identity, proof of residential address, and a bank account certificate. In some cases, we may also require a criminal or criminal record certificate, a CV, a copy of a university degree and other documents that include, but not limited to:

1. Company Name:

Proposed name for the company (should be checked for availability).

2. Articles of Association (AOA) or Memorandum of Association (MOA):

These documents outline the company's internal management rules and regulations, including the responsibilities of directors, how decisions will be made, and the rights of shareholders.

3. Incorporation Form:

The specific form to register the company, which varies by jurisdiction, often called Form IN01 in the UK or equivalent in other countries.

4. Registered Office Address:

A valid address in the country where the company will be registered. This can often be a correspondence address (some jurisdictions require a physical office).

5. Details of Directors:

Names, addresses, and identification documents (passports, IDs) of all directors.

6. Details of Shareholders:

Names, addresses, and identification of all shareholders (individuals or corporate entities). Some jurisdictions also require the number of shares and percentage of ownership for each shareholder.

7. Company Secretary Information (if applicable):

In some jurisdictions (like Hong Kong), a company secretary must be appointed, and their details should be provided.

8. Statement of Capital:

Information on the company’s share capital, including the number of shares, types of shares, and the value of each share.

9. Identification Documents:

Copies of identification documents (passports, national ID cards) for directors, shareholders, and company secretary.
Proof of residential address (such as utility bills or bank statements).

10. Consent Forms:

Signed consent from directors and shareholders agreeing to their appointment and their roles within the company.

11. Beneficial Owner Declaration:

Some jurisdictions require a declaration of the company's beneficial owners to ensure transparency and compliance with anti-money laundering laws.

12. Bank Reference Letters:

Some countries may ask for bank reference letters for the shareholders or directors, particularly in offshore jurisdictions.

13. Power of Attorney:

If the company is being registered on behalf of someone, a power of attorney may be required, authorizing the person or agency handling the registration process.

14. Tax Identification Number (TIN):

In certain countries, companies are required to obtain a tax identification number during registration.

Question 3

Client:

What else is needed to register a company?

Answer

We need 3 options of the company name to check the availability of the name, information and documents for each shareholder and director, the intended type of activity of the company and the required legal form.

Question 4

Client:

I don't know in which country and in what form it is best for me to register a company, is there some universal option to deal with the whole world?

Answer

Simply schedule a free consultation with us and we will be happy to help you find the most appropriate option. There is no universal jurisdiction for dealing with the whole world and it will require a clear identification of the countries where potential clients and counterparties of the company are located.

Question 5

Client:

How long does it take to form a company?

Answer

The timing of company formation depends on the legislation and the quality of work of the state authorities of the country of incorporation. Sometimes the timeframe may be further extended due to compliance (verification) of the applicant. Please note that the timeframe for incorporation is calculated from the moment when the client sends all the required data to the lawyers to prepare the documents for the establishment of the company.

Question 6

Client:

What is the difference between a shareholder and a beneficiary? Who is a nominee director or shareholder?

Answer

A shareholder is a person who is shown as the owner of a share or shares in a company and can claim dividends. Beneficiary is the person who actually controls the company and in whose interests it derives its profits. Often, the beneficiary and the shareholder are the same, but sometimes the real beneficiary of the company may employ special people (in jurisdictions where this is allowed) - nominee shareholders and directors who will perform all tasks on behalf of the beneficiary as if it were their own. In some countries, nominee shareholders and directors work on a professional basis and are licensed by state authorities. The presence of a nominee shareholder or director does not mean anonymity of the beneficiary's activity and often information about him/her is also transferred to the state authority, but these services are still used, for example, to hide from public access information about the real owner of the company, while maintaining transparency before state authorities and banks.

Question 7

Client:

If I open an offshore - can I not pay taxes or file financial reporting?

Answer

No. In many cases, you will be required to pay taxes and fees that are determined by the jurisdiction. In other cases, your tax may be 0%, but this will not relieve you of the obligation to file company reports. In some countries, registering a company offshore still requires the beneficiary to pay taxes under the controlled foreign company rules.

Question 8

Client:

Is registering a foreign company generally legal?

Answer

Yes, of course, the company is registered in accordance with the laws and requirements of the chosen jurisdiction. In most cases, there are no special restrictions on the registration of a company by a foreign national. However, it should be borne in mind that the country of residence and citizenship of the person registering the company may have rules on notification of participation in foreign legal entities and other legal requirements, which may also impose sanctions for non-compliance with legal requirements.

Question 9

Client:

What's the difference between residency and citizenship?

Answer

In general terms, citizenship is determined by the passport of the country whose laws and taxation regime its citizen undertakes to abide by, and in which he may also have the rights that this state will provide him. It may also be subject to the restrictions of other states related to the country of his citizenship. Residency may vary. For example, tax residency in another country may exempt a person from paying taxes in his country of citizenship. Residency can also be temporary and give a person the right to reside in another country for a long period of time. Determining the tax residency and nationality of the person registering the company is very important in determining the tax regime applicable to the company.

Question 10

Client:

What's the difference between country and jurisdiction?

Answer

One country may have several jurisdictions, i.e. legal and tax regimes that apply to companies registered in them. A good example is the UK, which has jurisdictions in England and Wales, Scotland and Northern Ireland. Another example is the UAE, which has special economic zones that provide special advantages to companies operating in certain areas.

COMPANY FORMATION IN ESTONIA

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