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LexorCorp Global Order

Guide

Setting up an investment fund in Estonia

An Estonian investment fund pools investors' money and invests it under a fixed investment policy, under the Investment Funds Act. The legal form, whether the fund is offered to the public and the assets under management decide whether the manager needs a licence from the Financial Supervision Authority (Finantsinspektsioon) or only a registration, and whether the fund needs a depositary.

LexorCorp Global OÜ · published 11 November 2026

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Eesti

In short

An Estonian investment fund pools investors' money and invests it under a fixed investment policy, under the Investment Funds Act. The legal form, whether the fund is offered to the public and the assets under management decide whether the manager needs a licence from the Financial Supervision Authority (Finantsinspektsioon) or only a registration, and whether the fund needs a depositary. An investment fund is a legal person or a pool of assets that raises capital from several investors to invest it, under a set investment policy, for their benefit and in their common interest 1 .

Order the application documents: Order

An Estonian investment fund pools investors' money and invests it under a fixed investment policy, under the Investment Funds Act. The legal form, whether the fund is offered to the public and the assets under management decide whether the manager needs a licence from the Financial Supervision Authority (Finantsinspektsioon) or only a registration, and whether the fund needs a depositary.

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

An investment fund is a legal person or a pool of assets that raises capital from several investors to invest it, under a set investment policy, for their benefit and in their common interest1.

The act allows these forms2:

  • Contractual fund (lepinguline fond): a pool of assets owned jointly by the unitholders, not a legal person. The manager deals with it in its own name, on the unitholders' joint account3. Only this form may have sub-funds4.
  • Fund founded as a public limited company (aktsiaseltsifond): its name must include "muutuvkapitaliga aktsiaseltsifond" or "MASF", and it may only manage its own assets5.
  • Fund founded as a limited partnership (usaldusfond): its name must include "usaldusfond". It may manage its own assets or appoint a manager6. Its interests may not be offered to the public7.
  • Defined-benefit employer pension fund: not covered here2.

Any fund that is not a UCITS (undertaking for collective investment in transferable securities) or a pension fund is an alternative investment fund (AIF)8. A fund is public if its units or shares are offered to the public. An offer is not public if, for example, it falls under Article 1(4)(a)–(d) of the EU Prospectus Regulation (such as an offer only to qualified investors), or if it totals less than EUR 2,500,000 in the European Economic Area (EEA) over one year9.

Not covered: the fund-manager rules do not apply to, among others, holding companies as the act defines them, employee participation schemes, or persons managing funds whose only investors are themselves or their group companies10. A structure that manages family wealth is not a fund manager11.

The legal act and the authority

  • Investment Funds Act (Investeerimisfondide seadus, IFS), version in force from 21 July 2026. Its definitions of UCITS and AIF managers refer to Directive 2009/65/EC and Directive 2011/61/EU (AIFMD)12.
  • Financial Supervision Authority Act (Finantsinspektsiooni seadus, FIS) for procedural fees27, and the Money Laundering and Terrorist Financing Prevention Act (RahaPTS) for AML/CFT (anti-money laundering and counter-terrorist financing)24.
  • Authority: Finantsinspektsioon (fi.ee). It publishes its decisions to grant or revoke a fund manager licence on its website by the next working day13, and enters registered small managers in its register21. Fund companies are entered in the commercial register (äriregister)16.

Who must apply

Every fund must have exactly one fund manager unless the act provides otherwise14. A fund manager needs an activity licence or a registration with Finantsinspektsioon15.

  • A contractual fund or public limited company fund may be managed only by a manager licensed under the IFS or holding a UCITS or AIF manager licence from another EEA state35. A small manager of such a fund must apply for a licence17.
  • A limited partnership fund may be managed by, or have as general partner, a licensed or a registered manager6.
  • A small fund manager manages AIFs with total assets of at most EUR 100 million (leverage included), or at most EUR 500 million if the funds are unleveraged with no redemption rights for five years18. Without a licence it must register17. It may manage only non-public funds and must apply for a licence within 30 calendar days of exceeding the threshold19.
  • Public funds: Finantsinspektsioon approves the rules of a public contractual fund before they take effect, and the articles of a public limited company fund before its commercial-register entry20.
  • Non-public funds: a contractual fund is formed by decision of the manager's management board. The manager notifies Finantsinspektsioon without delay of each new non-public fund: name, legal form, date and a short strategy description16.

Requirements for the fund and its documents

Founding document. For a public fund, § 29 IFS lists the minimum content of the fund rules or articles, including investment policy, all fees and costs, unit classes, issue and redemption, and winding up22. For a non-public fund, § 244 IFS adds, among others, net asset value rules, the unit register keeper, delegation terms, and a statement that the fund is not public and lacks public-fund investor protection23. A prospectus is the document drawn up for a public offering22.

Commercial register. A non-public public limited company fund's application must state that its manager holds a licence; a limited partnership fund's application needs Finantsinspektsioon's confirmation that a general partner or the manager is licensed or registered16.

Depositary. Every fund needs a depositary, except funds of a small fund manager and non-public funds of a UCITS manager25. It must be a credit institution or investment firm entered in the Estonian commercial register as a public limited company or a foreign company's branch. For a non-public AIF not redeemable for five years and not generally investing in listed securities, another professionally registered legal person may act, after notifying Finantsinspektsioon. The depositary holds financial instruments, settles transactions and oversees net asset value and income distribution25.

Fund manager. The manager of a fund formed or founded in Estonia has its seat and place of business in Estonia26.

  • Authorised AIF manager: public limited company or European company (SE); share capital at least EUR 125,000; own funds at least the higher of that minimum (plus 0.02% of assets above EUR 250 million) and 25% of fixed overheads, capped at EUR 10 million; plus professional liability insurance or extra own funds28.
  • Licensed small manager: public or private limited company; EUR 25,000 capital on formation, raised to EUR 50,000 within three years29.
  • Registered small manager: at least EUR 25,000 paid in cash; its advertising must say it is registered, unlicensed and not supervised by Finantsinspektsioon30.

Management. Managers of a licensed fund manager need the knowledge, skills, experience, education, suitability and impeccable business reputation the role requires; the act lists grounds that exclude a person. These rules do not apply to a registered small manager31.

AML/CFT. A fund manager and a public limited company fund are financial institutions under RahaPTS. They need a risk assessment, procedural and internal control rules, and a contact person for the Financial Intelligence Unit (Rahapesu Andmebüroo)24.

Documents filed with the application

  • Approval of a public fund (§ 31 IFS): formation decision or founding agreement; fund rules or articles; prospectus; key information; net asset value procedure; auditor's details; depositary agreement. A public limited company fund adds proof of paid-in capital, board members' details and the management contract32.
  • Manager licence (§ 313 IFS): articles; a business plan of at least three years; opening balance sheet; internal rules; details of managers, internal auditor and auditor; shareholder list; qualifying holdings33.
  • Small manager registration (§ 453 IFS): articles and contacts; board members and shareholders; planned funds, their governing law and investment policy; an assessment against the features of AIF management; proof of paid-in capital and of the procedural fee. Fund data go on the form in Annex IV of Delegated Regulation (EU) No 231/2013; Estonian or English is accepted21.

State fee and processing time

Finantsinspektsioon's procedural fees27: manager licence EUR 3,000; approval of contractual fund rules or public limited company fund articles EUR 600 (amendment EUR 200); small manager registration EUR 2,000. Commercial register fees are specified for the client's case.

Time limits34: approval of fund rules or articles — within two months of receiving all required documents, at most six months after the application; a manager licence — within two months of receiving all required documents, at most six months after a compliant application; a licence for a small manager — within two months of receiving all required documents, at most four months after a compliant application35; small manager registration — within two months of a compliant application. Finantsinspektsioon may ask for more information, and a material change may restart the period34. These are the law's time limits, not a promise of a decision or date.

What LexorCorp Global OÜ does and how to order

As the site's service rows describe it today:

  • Fund structure — corporate set-up (€18,000, Estonian notary and state fees included): fund vehicle (limited partnership or company), general partner or management company, constitutional documents and company formation. Corporate set-up only; the manager's registration or authorisation is a separate service.
  • Fund prospectus / offering document (from €4,500): prospectus or private placement memorandum with risk factors, fees and terms.
  • Investor (LP) onboarding pack (from €2,800): subscription agreement, investor questionnaire and KYC (know-your-customer) forms.
  • Depositary appointment (from €3,500): the depositary agreement.

We prepare the documents and manage the procedure. No VAT is added to our prices; Finantsinspektsioon's fees, regulatory capital and third-party costs are not included. We give no legal, tax or audit advice. Finantsinspektsioon decides on every licence and registration; we cannot promise a licence, a date or an outcome. LexorCorp Global OÜ holds licence FIU000117.

Order via order form (the corporate set-up is also listed on /licensed-companies).

Sources

  1. IFS § 2(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  2. IFS § 2(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  3. IFS § 4(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  4. IFS § 4(2), § 6(3), § 8(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  5. IFS § 24(5), § 17(1), § 6(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  6. IFS § 24(6), § 8(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  7. IFS § 10(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  8. IFS § 9(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  9. IFS § 10(2), (4); Regulation (EU) 2017/1129 art. 1(4)(a)-(d) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  10. IFS § 3(7) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  11. IFS § 3(8) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  12. IFS § 3(3), (5); RT header — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  13. IFS § 308(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  14. IFS § 2(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  15. IFS § 3(2), § 306(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  16. IFS § 241, § 243¹, § 242(2), § 243(2) — text in force from 21.07.2026; § 243¹ in force 01.07.2024
  17. IFS § 306(2), (3), § 453(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  18. IFS § 3(6) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  19. IFS § 306(9), (10) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  20. IFS § 26(3), § 27(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  21. IFS § 453(2), (3), (5), (8) — text in force from 21.07.2026; § 453 in force 01.07.2024
  22. IFS § 29(1)-(2), § 11(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  23. IFS § 244(1)-(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  24. RahaPTS § 6(2) p 6, § 13(1), § 14(1), § 17(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 93)
  25. IFS § 285(1), § 286(1),(2),(4),(6), § 289(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  26. IFS § 304(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  27. FIS § 45³(2), § 45⁷(1),(2),(4) — text in force from 01.10.2026 (RT I, 11.07.2026, 12)
  28. IFS § 333(1)-(2), § 334(3)-(4), § 336(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  29. IFS § 444, § 445(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  30. IFS § 453¹(1), (3) — text in force from 21.07.2026; § 453¹ in force 01.07.2024
  31. IFS § 310(3)-(4), § 306(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  32. IFS § 31(1)-(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  33. IFS § 313(1)-(2) — text in force from 21.07.2026; § 313(1) amended in force 21.11.2025
  34. IFS § 32(2),(6),(8), § 315(1), § 314(2),(7), § 453(4),(8) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  35. IFS § 441(10) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)

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.

Sources in the text are named without links; the official texts are linked under Official sources. To see which of our services your company needs, open the Business Navigator.

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We prepare the application documents and manage the process; the authority decides. Not legal advice.

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