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LexorCorp Global

Guide

Can a foreigner be a director of an Estonian company?

Who may be a management board member, when a contact person is required, how a foreign board member signs — with the legal sources.

LexorCorp Global OÜ · published 16 October 2026

In short

Yes — a foreigner can be the management board member (director) of an Estonian private limited company (OÜ), and so can a person who lives outside Estonia and the EU. Estonian law does not ask for Estonian citizenship or residence. What the law does ask for is a contact person in Estonia when the company's own address is abroad, and a digital signature or a notary for the documents the board member signs.

Yes — a foreigner can be the management board member (director) of an Estonian private limited company (OÜ), and so can a person who lives outside Estonia and the EU. Estonian law does not ask for Estonian citizenship or residence. What the law does ask for is a contact person in Estonia when the company's own address is abroad, and a digital signature or a notary for the documents the board member signs. This guide explains the rules with their sources, how a foreign board member signs, and what being a board member does not give.

The guide is general information, not legal or tax advice for your situation. The legal texts were read in Riigi Teataja, the official gazette, on 16 October 2026.

Who may be a board member

The Commercial Code (äriseadustik) sets three conditions for a board member of a private limited company, and none of them is about nationality or residence:

  • the board member must be a natural person with active legal capacity (§ 180(2)) — a company cannot be a board member;
  • the board member need not be a shareholder (§ 180(2)) — an owner can appoint another person, and a board member can be the only owner;
  • a person who is banned by a court from acting as a board member or from engaging in enterprise, or banned by law, cannot be a board member (§ 180(3¹)).

The board may have one member or several (§ 180(2)). The board member is appointed by a shareholder resolution and entered in the commercial register.

The address and the contact person

The residence of the board member does not decide where the company is. The company's address does. Under the Commercial Register Act (äriregistri seadus) a company whose address is abroad must designate a contact person in Estonia (§ 24(2)), to whom official documents can be delivered. Only a notary, an advocate, a sworn auditor, a tax representative or a licensed provider of trust and company services may be that contact person (§ 24(4)), and the contact person's Estonian address and email are entered in the register (§ 24(5)).

Most foreign-owned companies therefore choose one of two set-ups:

Both our formation packages and our ready-made companies include the registered address and contact person service for the first 12 months.

How a foreign board member signs

A board member who has an e-residency card or an Estonian ID card signs the registration application and later register changes digitally, from anywhere. A sole founder who is also the only board member can form the company entirely online — €950 Registered address and contact person service for one year are included..

Without a card the documents go through a notary — in person in Tallinn, or remotely by power of attorney. Our formation packages cover both ways: €1,250 Registered address and contact person service for one year are included. remotely and €950 in person, state and notary fees included. Our register entries for a later change of the board are priced for digital signing and for a power of attorney.

What being a board member does not give

  • No right to live in Estonia. Being a board member, an owner or an e-resident is not a residence permit. A non-EU national who wants to live in Estonia and manage the company here needs a temporary residence permit for enterprise or a visa.
  • No terms of work. The appointment says nothing about pay, duration or what happens when the board member leaves. Those terms belong in a written board member service agreement — €180.
  • No tax answer. Where the board member and the company pay tax depends on where they live and where the company is actually managed. Ask a tax adviser in your country before you start.

How we help

Prices exclude VAT. All communication takes place by email.

Ready to start? A new Estonian company with you as the board member — remotely by power of attorney or in person in Tallinn. Order.

Official sources

The laws this article names, by the name of their official text, as read on 9 October 2026. For the Estonian acts we read the English translation in Riigi Teataja; the legally binding text is the Estonian one.

  • Commercial Code — Riigi Teataja, English translation
  • Commercial Register Act — Riigi Teataja, English translation

Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.

Frequently asked questions

When does an Estonian company need a contact person?

When the address of the company is abroad (Commercial Register Act § 24). The contact person receives in Estonia the procedural documents and declarations of intent addressed to the company and is entered in the commercial register; where a contact person is mandatory, only a notary, an advocate, a law firm, a sworn auditor, an audit firm, a non-resident's tax representative or a provider of trust and company services may be designated. If a company that must have a contact person has none, the registrar sets a time limit with a warning and may then delete the company from the register (§ 62).

Does e-residency or owning an Estonian company give a right to live in Estonia?

No. E-residency is a digital identity, not a residence permit, and owning a company gives no right of residence. A non-EU national needs a temporary residence permit for enterprise or a visa.

Can a foreigner be the management board member of an Estonian company?

Yes. The law does not require Estonian citizenship or residence: a management board member must be a natural person with active legal capacity (Commercial Code § 180(2), checked 16 October 2026) who is not banned from acting as a board member (§ 180(3¹)). A company whose address is abroad must have a contact person in Estonia (Commercial Register Act § 24(2)). Being a board member gives no right to live in Estonia; a non-EU national who wants to live here and manage the company needs a temporary residence permit for enterprise or a visa.

Related guides

More on this topic: Company formation.

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