One of the changes that were recently introduced in the legislation of Estonia, as a prelude to what will be the e-Residency 2.0, is the possibility of entering and registering the social capital of a company in Estonia from any European bank account. That is, your company can have an account in a bank outside of Estonia (for example, if you use Transferwise).

Although this process can be done with us if you are a client of your company In Estonia, there is the option to do it yourself, thanks to the possibilities of the digital nation, saving costs.

Let’s see how you can do it.

Pay the share capital

The first thing you need to do is pay the share capital!

How? Shareholders just need to do transfer from their personal accounts to the company’s bank account in the right percentage.

In order to do that, every shareholder would calculate his or her part according to the distribution of shares between the shareholders (percentage of shares), and the total amount of share capital that you have declared in your company registration. Each member will have to transfer their part from their personal accounts (under their name) to your company’s account. From 2019, the share capital can be paid in any account with a European IBAN, including Transferwise, LHV, Revolut, LeoPay… Most importantly, do not forget to indicate “Share capital” in the payment concept or description. Make sure you can also get a statement of the bank for this movement, as you will need it later.

This statement needs to be digitally signed by the bank, in order to be accepted. That means you need to ask the bank to provide you with a digitally signed file (PDF, .asice or in any format, but digitally signed) verifying that payment.

Also, it’s important that this document is in Estonian. If this bank won’t deliver a copy in Estonian, you will need to request a sworn translation of that document.  You need to ask an English-Estonian (or your language-Estonian) sworn translator to deliver a copy to you. Or you can ask to do it for you with our Share Capital Translation package. They will deliver a digitally signed translation (.asice or .bdoc file). That’s the file you need to upload.

An example, imagine that your company only has one partner, you, who therefore has 100% of the shares, and that you have declared the standard social capital of 2500 euros. Nothing simpler, you make a transfer of 2500 euros from your personal account to your company account, with “Share capital” concept.

Another example, imagine that you are 4 members, and your company has a share capital of 3000 euros, with the following distributions:

  • Member 1: 30% of the share capital (€ 900)
  • Member 2: 50% of the share capital (€ 1500)
  • Members 3 and 4: 10% of the share capital each (€ 300 each).

In that case, each member would make a payment for the corresponding amount of their respective personal accounts to the company account. You must wait until all transfers have arrived.

Then, you must obtain the statement that we mentioned earlier. Better if it’s in PDF form, and much better if it can be signed by the bank. Most banks allow that. The amount, source, destination, and sender information must be clearly shown in the statement.

Entering the electronic business register

Once the money has arrived, you can access the Company registration website and click on “LOGIN”.

share capital, How to declare the share capital of a company in Estonia

Then, select ID-KAART to access with your e-Resident card:

share capital, How to declare the share capital of a company in Estonia

Once inside, you will see a list containing your company or companies (if you have more than one). Select the name of the company for which you would like to register the share capital.

share capital, How to declare the share capital of a company in Estonia

Starting a petition to modify the registry information of your company

You will see that your company data shows that the company was registered without paying the share capital in the “capital amount” section. If that’s the case, your social capital appears followed by this annotation: “(established without making a contribution)”. That is exactly what we want to remove from your company’s registry entry. Click on the blue button that says “Start the petition for an entry regarding alteration”.

share capital, How to declare the share capital of a company in Estonia

A new view will open with several options to modify. We will only modify one, the “Capital” section. Notice how “Established without making a contribution?” Appears to “Yes”, indicating still that the social capital has not been entered. Click on the “Alter the capital” button as depicted in the image below.

share capital, How to declare the share capital of a company in Estonia

On the next screen, you only have to uncheck the box that says “Established without making a contribution” and press the blue “Save the changes” button.

share capital, How to declare the share capital of a company in Estonia

Now this annotation will no longer be in the Capital section:

share capital, How to declare the share capital of a company in Estonia

Confirming your email

It is possible that you see a message like the one shown in the figure below:

share capital, How to declare the share capital of a company in Estonia

This indicates that you have not yet confirmed your company email. You need to do it before proceeding. In order to do that, go to the bottom part, look for “Means of communication”, and you will see that next to your email it says something like “status: Unconfirmed”, and there is a “Send confirmation email” button.

share capital, How to declare the share capital of a company in Estonia

Once clicked, it will send an email to your address with a link you can click to verify your email. Once you have done it, you can reload the page, and now the orange message should have changed to the following:

share capital, How to declare the share capital of a company in Estonia

Adding the bank statement

Now you need to attach the bank statement from the bank. Important: this document needs to be digitally signed by the bank. You need to ask the bank to deliver you a digitally signed statement of the share capital payment. Depending on the bank, they may give you a PDF file, an .asice file (if it’s a Estonian bank), etcétera.

Also, it’s important that this document is in Estonian. If this bank won’t deliver a copy in Estonian, you will need to request a sworn translation of that document. You need to ask an English-Estonian (or your language-Estonian) sworn translator to deliver a copy to you. Or you can ask to do it for you with our Share Capital Translation package. They will deliver a digitally signed translation (.asice or .bdoc file). That’s the file you need to upload.

Then we need to add that digitally signed file to the petition.

To do so, go to the “Additional documents to be submitted with the entry petition” section, below. Then click on “Add document”.

share capital, How to declare the share capital of a company in Estonia

You will see a screen like the one shown in the figure below:

share capital, How to declare the share capital of a company in Estonia

In the “Type of document” option, select “Bank notice”. Below, click on the “Choose file” button and select the document that you got from the bank. Finally, press the blue button that says “Add a document”.

If your company has several shareholders contributing to the share capital, you will have to repeat this process as many times as partners until all the receipts of the payments have been added.

If everything goes well, the document(s) will appear in the list, as the image below shows.

share capital, How to declare the share capital of a company in Estonia

You only have to click on “Check the details of the entry petition”. It will take you to the following screen:

share capital, How to declare the share capital of a company in Estonia

Proceeding to the payment

You will notice that it specifies just one change: “Delete from register ‘established without making contribution'”. That is exactly what we want. Next, you need to pay the state fee for the registry alteration by clicking on “Confirm the petition”. Once paid, click “Send” to submit the request, and that’s all! You will probably receive an email soon with updates about your application.

Help, I’m lost!

Having trouble registering the share capital? do not worry, we can help you. Let us know and we will do it for you. We will just ask for a small extra fee for administrative services.

Conclusion

In this article, we show you step by step how to register the share capital of a company in Estonia. Thanks to the changes introduced in the Estonian legislation in 2019, this process is really simple and the share capital can be paid to a company’s bank account in any country of the European Union.

As always, if you have any questions, do not hesitate to ask us. We are here to help you with all the paperwork and bookkeeping duties of your company, so that you can focus on what really matters, growing your business.