e-Residency was widely promoted as a tool for easy company registration and management, and still it will be very complicated and way more expensive to do it all alone. A legal assistant in Estonia is strongly needed – not only for legal assistance purposes but for company setup itself.
“Register a company with just as much as 15 minutes” – sounds good as a promo slogan for e-Residency, although does not correspond with reality quite well. At least you need your homework done or have someone to make it done for you.
So, what is the deal with company registration using e-Residency card? Let’s imagine you wanna do everything on your own.
1. According to Estonian Commerce Code every company in Estonia needs to have a legal address. Sometimes it is the same address where company provides its activities and sometimes it is just a registration address to be put into Commerce Register. It will be the address where official documents and letters will come. As we understand, in case with e-Resident the second variant is applicable.
So normally this legal address is been provided by legal assistant together with post service (which means that all correspondence for the name of your company will be received, scanned and sent to you by e-mail). This address of course will not be only for you. Other companies will possess the same legal address as your company does.
But you can always rent an office you like just for yourself and cover all the costs. If you are lucky will make a budget starting from 80 eur/month (together with utilities) which gonna result to estimate of 1000 eur/year. How to deal with possible correspondence it is you to decide.
2. It was intended to pass a bill to the Code which will allow founders to present documents to the Register written in English. Maybe new Parlament coalition with new Government will put this question upfront and pass the bill. Until then it is only Estonian language to deal with. Normally preparation of the documents is included in services provided by your legal agent and you get them from him completely ready and beautifully Estonian. The documents are: Decision for company foundation (containing all data prescribed by the Code) and Consent of contact person. If there are several of you being e-Residents and establishing a company, you gonna need Articles of Association instead of the Decision.
Without legal assistant it might be whether some web-application (our warm greetings to Google Translator) or a private translator. You can try your luck and hope that web-application can into makings the good to law of translation and it will be accepted by the Register. In case you are looking for quality a professional translation will be of a great help and cost about 50 eur + tax 20%.
Who will be the one to study the Code and compose documents themselves – it is up to you, Boss.
3. If more than half of company Board Members are non-residents of Estonia (and it is just the case with e-Residents) a special person (Estonian resident) is to be appointed – Contact person. This person does not have any power and bears 0 responcibility for anything about your company. The only purpose of its existance is providing an additional contact data to receive company documents and notifications of any kind. Thus, a letter received by the Contact person is considered to be received by the company itself.
In the beginning of year 2018 some amendments were made to the Code and there is a particular list of persons which may be appointed as a Contact person (including notaries, attorneys in law, prokurists, persons with special license and so on). That is why your good buddy from start-up community cannot be a Contact person of your company anymore (unless he/she belongs to any position mentioned above).
It goes without saying that such Contact person is always provided by your legal assistant. If not – you might have made a wrong decision about people to be responsible for your legal affairs.And since you are in a strong mood to do everything by yourself ignoring legal assistant support you might consider writing to Estonian notaries in the first place. How much they gonna charge is the keypoint for your mutual negotiations. At least these words are written in Act on notary fees.
4. After everything is prepared you can proceed with company registration (and you gonna make it not longer then in 15 minutes to make us all feeling good and proud for Estonia). By everything we mean everything aforementioned plus other stuff you normally need for a company registration: like name, activity field, contact data, personal data of company managers and founders.
Company registration itself is not a big deal at all. Having some practice, you can easily do it in 15 minutes and even less (sounds like a reason for competition). While doing it your fist time you might face some unexpected challenges. As everytime you are doing something for you first time. That is why we prepeared a step-by-step manual and also provide live-time support during registration process.
5. Almost the last step of company registration is paying the state fee. It makes 190 eur as for the moment of publishing this article.
The point is that if you have a banking account in an authorised Estonian bank you can pay the fee with a banking link and proceed to the very last step of company registration (submitting application to the Register) just after you paid the state fee. If not, you will need to make a transfer from your most likely non-SEPA account and then wait till the payment arrives to Estonia and gets accepted by the Register. It gonna take a bit longer than 15 minutes though.
Normally (at least we do it this way) the state fee is paid by your legal assistant and included in the final price for services. In this case it is convenient for everybody and the registration process gets finalized the same day it gets started.
6. After your company is registered, you might face some new issues to deal with. Like licenses, taxes, accounting, reports, contracts, immigration questions, trade marks, banking accounts and so on. Depending on your field of activity and your goals, of course.
And if you enjoyed your registration process, enjoyed having legal assistance and enjoyed your expences on legal support, you might enjoy further cooperation with the same legal assistant on dealing with new issues.
You can proceed doing everything by your own.
In this case why don’t you consider starting a legal practice in Estonia?