Investment firm licence in Estonia

A company that provides investment services to others as a regular business needs an operating licence from Finantsinspektsioon, the Estonian Financial Supervision Authority. The licence is issued under the Securities Market Act, which transposes the EU rules for investment firms. The minimum capital depends on the services the firm will provide.

Information as of 11 November 2026. Every numbered statement of this page was checked in the official text named below and re-checked by a second reviewer on 2026-11-11. The page is general information, not legal advice; the authority decides on every application.

What the activity is

Under the Securities Market Act (väärtpaberituru seadus, VPTS) an investment firm (investeerimisühing) is a public limited company (aktsiaselts, AS) whose permanent business is providing investment services to third parties or performing investment activities on a professional basis¹. The Act lists nine investment services²:

1. receiving and transmitting orders in relation to securities;
2. executing orders on behalf of clients;
3. dealing on own account;
4. portfolio management;
5. investment advice;
6. underwriting securities or placing them on a firm commitment basis;
7. placing or arranging the offer or issue of securities without a firm commitment;
8. operating a multilateral trading facility (MTF);
9. operating an organised trading facility (OTF).

"Securities" in the Act has a wide meaning: besides shares and bonds it covers, among other things, fund units and money market instruments³. The Act also lists ancillary services, such as safekeeping of securities for clients, credit for a securities transaction, corporate finance advice and investment research⁴. A licence is granted for one or more investment services and may include ancillary services; a licence for ancillary services alone is not granted, and a firm may provide only the services named in its licence⁵.

Only an investment firm may use the word "investeerimisühing" or its foreign-language equivalents in its business name⁶.

The legal act and the authority

• Securities Market Act (väärtpaberituru seadus), redaction in force from 21 July 2026, in particular Part III (investment firms)⁷.
• Directive 2014/65/EU on markets in financial instruments (MiFID II) and the Commission Delegated Regulation adopted under its Article 7(4), whose list of application information the Act incorporates⁸.
• Regulation (EU) 2019/2033 on the prudential requirements of investment firms (IFR) sets the prudential ratios the firm must meet at all times⁹; Directive (EU) 2019/2034 (IFD) sets the initial capital amounts reproduced in VPTS § 93¹⁰.
• Financial Supervision Authority Act (finantsinspektsiooni seadus) sets the procedural fee¹¹.

Finantsinspektsioon grants and revokes the licence by its decision¹² and publishes the grant, amendment and revocation on its website no later than the next working day¹³; licensed firms appear on its website under Supervised entities, "Estonian investment firms"¹⁴. The licence is valid without a time limit and cannot be transferred¹⁵.

Who must apply

Anyone who wants to operate as an investment firm must hold the licence¹⁶. On a permanent basis, investment services may be provided only by investment firms, credit institutions, fund managers and regulated market operators¹⁷. A company holding a credit institution licence needs no separate licence for investment services, and a licensed fund manager needs none for portfolio management, investment advice and safekeeping¹⁸.

The Act itself excludes, among others¹⁹:

• a person providing investment services only to companies of its own group;
• a person providing investment services occasionally in the course of another professional activity;
• investment funds, their depositaries and fund managers;
• central securities depositories authorised under Regulation (EU) No 909/2014, and crowdfunding service providers under Regulation (EU) 2020/1503.

Whether an exemption applies is assessed for the client's case.

Requirements for the applicant

Capital. When the firm is founded as a new company, its share capital (for an existing company, its initial capital) must be at least²⁰:

The firm's own funds must at all times be at least this minimum²¹, and it must continuously meet the prudential ratios of Regulation (EU) 2019/2033⁹.

Management body. The management board has at least two members²². Each member of the management and supervisory board, and each key person (in particular the chief financial officer and the heads of compliance, risk control and internal audit), must have the knowledge, skills, experience, education, professional suitability and impeccable business reputation needed for the role²³.

Qualifying holdings. A qualifying holding is a direct or indirect holding of at least 10% of the capital or votes, or one allowing significant influence²⁴. Its holders must have an impeccable business reputation and a sufficiently strong financial position²⁵.

Seat and head office. The registered office and the head office of an Estonian investment firm must be in Estonia, and the articles of association must say so²⁶.

Internal rules and control. The firm must adopt internal rules covering, among other things, the provision of services, internal control, the fit-and-proper assessment of managers and sanctions and AML procedures²⁷. Its internal control system consists of a compliance function and, where necessary, internal audit and risk control functions, independent of risk-taking²⁸. Outsourcing of an important function must follow the internal rules and must not impair internal control or supervision; for ICT services, Regulation (EU) 2022/2554 (DORA) also applies²⁹.

AML/CFT. An investment firm is a financial institution under the Money Laundering and Terrorist Financing Prevention Act (rahapesu ja terrorismi rahastamise tõkestamise seadus, RahaPTS)³⁰. It must prepare a money laundering risk assessment³¹, adopt procedural rules and internal control rules³², designate a management board member responsible for the Act where the board has more than one member, and appoint a contact person of the Financial Intelligence Unit (Rahapesu Andmebüroo), who works permanently in Estonia and whose appointment is coordinated with that unit³³.

Investor protection. The applicant files an undertaking to pay the one-off contribution to the investor protection sectoral fund under the Guarantee Fund Act (Tagatisfondi seadus)³⁴.

Documents filed with the application

The application consists of a written application and annexes, filed by the management board members of the company being founded or already operating³⁵. Besides the information required by the Commission Delegated Regulation under Article 7(4) of MiFID II, VPTS § 54(1) requires³⁶:

• Corporate documents: for a new company, a notarised copy of the memorandum or foundation resolution; the articles of association; a list of shareholders with their shares and votes; the address of the head office or registered office.
• Owners: information on persons with a qualifying holding and their links with supervised financial entities; for a third-country supervised qualifying holder, a confirmation from its supervisor.
• Management: data on each manager (identity, education, positions in the last five years, board members' areas of responsibility); companies in which the applicant or a manager holds over 20%; the auditor and the internal auditor.
• Finances: opening balance sheet and income and expense overview (for an operating company, the latest balance sheet, income statement, annual reports and proof of own funds with sworn auditor's reports).
• Business and rules: a three-year business plan describing activities, organisation, places of business, IT systems and financial indicators; the accounting rules and the internal rules of VPTS § 82 (or drafts); the AML/CFT procedures and their internal control rules.
• Other: the investor protection undertaking and proof of payment of the procedural fee.

Since 18 March 2026 a domestic application is filed through the Finantsinspektsioon application portal; Finantsinspektsioon names Commission Delegated Regulations (EU) 2017/1943 and 2017/1945 for the application information³⁷.

State fee and processing time

The procedural fee for an investment firm licence application is EUR 3,000³⁸; for an additional licence or wider scope of services it is EUR 1,500³⁹.

Finantsinspektsioon decides within two months of receiving all the required information and documents, but no later than six months after receiving the application⁴⁰. If documents are incomplete, it requires the gaps to be remedied, and it may ask for further information and carry out on-site checks⁴¹, and after a material change in the application it may restart the time limit⁴². These are the law's time limits, not a promise of a decision on a given date.

What LexorCorp Global OÜ does and how to order

LexorCorp Global OÜ prepares the application documents for an activity licence: it sets out the requirements of the act for the activity from its official text, drafts the application and the documents it needs, and handles the written follow-up of the authority's questions. This is application preparation, not legal, audit or tax advice. Meeting the capital, staff and premises requirements is the company's task, the procedural fee is paid by the company, and the decision is Finantsinspektsioon's alone; no licence, date or outcome is promised.

The price is given on request: see the list of licensable activities and the price-request route at /guides/licensed-activities-in-estonia.

Sources

1. VPTS § 40(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
2. VPTS § 43(1) p 1–9 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
3. VPTS § 2(1) p 1, 2, 4, 5 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
4. VPTS § 44 p 1, 2, 3, 5 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
5. VPTS § 49(1)–(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
6. VPTS § 41 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
7. Riigi Teataja header, VPTS — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
8. VPTS § 54(1) first sentence — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
9. VPTS § 94(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
10. Directive (EU) 2019/2034 Art. 9(1)–(4), EUR-Lex — text in force from OJ L 314, 5.12.2019 (as published on EUR-Lex)
11. FIS § 45³(2) (Financial Supervision Authority Act, procedural fees chapter) — text in force from 01.10.2026 (RT I, 11.07.2026, 12)
12. VPTS § 51(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
13. VPTS § 52(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
14. Finantsinspektsioon website, Investment firms page (menu) — text in force from page read 2026-11-11
15. VPTS § 48(2)–(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
16. VPTS § 48(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
17. VPTS § 45 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
18. VPTS § 50(1)–(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
19. VPTS § 47(1) p 2, 3, 8, 16, 17 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
20. VPTS § 93(1) p 1–4 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
21. VPTS § 94(4) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
22. VPTS § 79(4) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
23. VPTS § 79(1), (11) — text in force from 21.07.2026 (amended RT I, 11.07.2026, 7)
24. VPTS § 9(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
25. VPTS § 72 p 1, 3 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
26. VPTS § 78¹(1)–(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
27. VPTS § 82(1), (3) p 2, 2¹, 3¹, 5 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
28. VPTS § 83(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 7)
29. VPTS § 82⁶(1), (3), (4) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
30. RahaPTS § 6(2) p 7; § 2(1) p 2 — text in force from 21.07.2026
31. RahaPTS § 13(1) — text in force from 21.07.2026
32. RahaPTS § 14(1) — text in force from 21.07.2026
33. RahaPTS § 17(1), (2), (5) — text in force from 21.07.2026
34. VPTS § 54(1) p 14 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
35. VPTS § 53(1)–(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
36. VPTS § 54(1) p 1–16 — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
37. Finantsinspektsioon, The operating licence for an investment firm — text in force from page read 2026-11-11
38. FIS § 45³(2) — text in force from 01.10.2026 (RT I, 11.07.2026, 12)
39. FIS § 45⁴ — text in force from 01.10.2026 (RT I, 11.07.2026, 12)
40. VPTS § 55¹(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
41. VPTS § 55(1)–(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)
42. VPTS § 55(1¹) — text in force from 21.07.2026 (RT I, 11.07.2026, 30)

Official sources

The laws this article names, each linked to its 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.

• Financial Supervision Authority Act — Riigi Teataja, English translation
• Regulation (EU) 2022/2554 — EUR-Lex
• Money Laundering and Terrorist Financing Prevention Act — Riigi Teataja, English translation

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