In order to establish of a subsidiary or a daughter company in Estonia, , the US legal entity would need to send an authorized representative or issue a Power of Attorney to an attorney of our Law Firm who will act on behalf of the US company and represent the shareholder at the meeting with a notary to establish of a legal entity.
The shareholder, a US company, would need to provide the following documents:
- By-Laws;
- Certificate of Registration;
- Certificate of Good Standing issued by the Secretary of the State;
- A letter issued by the Registered Agent on the current Stats of the company;
- Minutes of the general meeting of shareholders with respect to the purchase of the Estonian company;
- A decision of the authorized body to appoint a member of the Management Board;
- A statement from the member of the board to accept such position;
- Copies of the passport of the authorized person, the representative of the buyer;
- Copy of the passport of the member of the management board;
- Contact information of the new member of the board (phone, email, address);
- Contact information of the representative of the buyer (phone, email, address);
- Document showing the shareholder(s) of the buyer;
- Document showing the authorized person who has the rights to represent the buyer;
- Power of Attorneys.
The documents listed above must be notarized with an apostille on each of them. Up on receipt of the originals the documents must be translated into Estonian language and notarized. Each document must be tide by a thread with the notary dead and the apostille so that all pages are together as one document.
Up on registration of a new company since the shareholder and the Member of the Board are non-residents, the shareholder would need to appoint a Tax representative, a resident of Estonia who will be responsible in front of State agencies.
After the registration of the new company at the Commercial Register (approximately such procedure will take 2 weeks), the member of the board would need to open a bank account. Opening a bank account usually it takes from 7 to 10 days after the application is filed with the bank. First the Member of the Board must fill out forms at the bank. Bank takes 7-10 days, according to Estonian law on Money Laundering and Terrorist Financing Prevention Act, banks must review the background of the applicants including the Member of the Board of the newly established company, the director of the mother company in US and shareholders of the mother company including the background of the end beneficiary of the mother company in the US and business activities of Estonian company. On the basis of information received the bank will issue its decision.
After the bank account will be open, the company may to apply for VAT number.
Attorneys of our Law Firm in Estonian can help you and your US company to establish either a daughter of US company or a separate Estonian legal entity and provide farther support related to business activities of your company in Estonia.