In short: after the notary has certified the transfer, the company is yours and so are its duties. In the first weeks you check the register data, make sure the company's address and contact person are in order, start the bookkeeping from the first transaction, and note the date of the next annual report. None of these steps needs a visit to Estonia.
What the law expects from the new owner
- Correct register data. Changes of board members, shareholders, business name, address or activity code must be entered in the commercial register. The notary who authenticates the transfer of a share sends the notice of it to the commercial register within two days, and the transfer is deemed to have taken place when the entry is made in the register (Commercial Code § 149); the other changes are filed by the company itself.
- Beneficial owners. The data of the ultimate beneficial owners must be kept correct in the register and confirmed when the annual report is submitted (Money Laundering and Terrorist Financing Prevention Act § 77).
- Address and contact person. A company whose address is abroad must designate a contact person in Estonia (Commercial Register Act § 24). The contact person is entered in the register for a term; when the term ends, the data are removed from the register automatically.
- Bookkeeping. Under the Accounting Act every business transaction is recorded on the basis of a source document, and the books are kept for seven years.
- Annual report. It is approved by the shareholders and submitted to the commercial register within six months after the end of the financial year (Commercial Code § 179). The company keeps its original registration date after the transfer, so the next report follows the company's existing financial year, not the day you bought it.
The checklist, step by step
- Check the register. Open the company in the e-Business Register and check that the shareholder, the management board and the address are shown as agreed.
- Check the beneficial owner data. After a change of owner the data must show the new beneficial owner. A board member submits it personally in the register — nobody can do it on behalf of another board member; a board member who cannot do that authorises us with a notarised power of attorney, and we prepare the report and submit it through an Estonian notary — see beneficial owner data.
- Note the end of the included address and contact person service. Every ready-made company package includes the registered address and the licensed contact person for the first 12 months. The service term must not lapse; see extending the address and contact person.
- Decide who keeps the books. Bookkeeping starts with the first transaction. See accounting for an Estonian OÜ.
- Open a business account. Banks and payment institutions decide on onboarding themselves; see bank account for an Estonian company.
- Check the tax registrations you need. A company bought with a VAT number files the VAT return every month, also for a month without transactions. A company without one applies when it needs it or when registration becomes mandatory; the Tax and Customs Board decides — see VAT registration. For customs you need an EORI number, for securities and some bank relationships an LEI code — see EORI and LEI.
- Write down the recurring dates. The annual report, the confirmation of the beneficial owners, the end of the contact person service and, where the articles fix one, the end of the board's term.
Documents you will be asked for
- for the address and contact person service: passport or ID card and proof of address of the board members and beneficial owners;
- for bookkeeping: source documents of every transaction — invoices, contracts, bank statements;
- for a register change that cannot be signed digitally: a power of attorney signed in your home country, notarised there and, as a rule, apostilled (not needed when it is signed in Latvia, Lithuania, Poland or Ukraine).
Prices of the services named here
- extension of the registered address and contact person: €350 / year;
- accounting: from €150 / month; annual report: from €450;
- company secretary service, which tracks the statutory dates for you: €250 / year;
- company deadline calendar as a calendar file: €70;
- beneficial owner report: €450;
- EORI number: €200; LEI code: €350.
Each of them is ordered in the order form together with a company or later on its own; the full list is on the price list.
Dates and deadlines
- Every month: form TSD by the 10th of the following month when the company pays salaries, board member fees or dividends; the VAT return KMD by the 20th when the company is VAT-registered.
- Every year: the annual report within six months after the end of the financial year, with the confirmation of the beneficial owner data.
- After 12 months: the included registered address and contact person service ends unless it is extended.
This page states no number of days for the notary's entry or for a bank's decision: those are set by the notary, the register and the bank, not by us.
What this checklist does not cover
- your personal tax position in the country where you live — check it with a tax adviser there;
- licences: a company that plans a regulated activity needs its own authorisation, decided by the competent authority alone — see licensed companies;
- a residence permit: owning or managing an Estonian company does not by itself give a right to live in Estonia.
Related service
The checklist follows the purchase of a ready-made Estonian company; the steps of the purchase itself are on that page under how the purchase works. Companies that can be transferred now are on the list of companies for sale.
Official sources
- Commercial Register Act § 24 (contact person); Commercial Code § 149 (transfer of a share) and § 179 (annual report); Accounting Act; Money Laundering and Terrorist Financing Prevention Act § 77 — texts in Riigi Teataja, the Estonian State Gazette;
- company data and beneficial owners: e-Business Register;
- tax declarations and VAT registration: Estonian Tax and Customs Board.
This guide is general information about Estonian companies and our services. It is not legal or tax advice for your specific situation.
Frequently asked questions
Who files the change of shareholder after I buy the company?
The notary who certifies the transfer of the share forwards the change of shareholder to the commercial register. The company itself files the other changes — a new management board member, a new business name or address — and keeps its beneficial owner data correct.
When is the first annual report due after I buy a ready-made company?
The company keeps its original registration date, so its financial year does not start again with the purchase. The annual report is submitted to the commercial register within six months after the end of the financial year (Commercial Code § 179).
What happens when the included 12 months of address and contact person end?
The service has to be extended before it ends: when the term of a contact person ends, the data are removed from the commercial register automatically, and a company whose address is abroad must have a contact person (Commercial Register Act § 24).