Stages of Joint-Stock Companies Establishment in Estonia
- appointment of the company’s auditor
- preparation of constituent documents (shareholders’ decision, charter)
- opening of a personal bank account of a shareholder/shareholders
- opening of the securities account of a shareholder / shareholders
- company registration with a notary
- opening of the bank account of the company and a contribution of the authorized capital
- company registration in the securities center
To establish a JSC, a minimum of 4 individuals must be present – 3 of which will be in the board of directors and 1 will be the company’s legal representative (member of the management board). For the activity of the company as an investment fund, a minimum of five individuals will be required to the board of directors and a minimum of two of them to the management board.
Submission of Documents to the Financial Supervision Authority
The company’s charter. If the JSC is in the process of registration, then we submit the notarial constituent documents.
- A business plan that complies with the requirements of the law.
- Initial balance sheet and income and expenditure overview. With the operating company – the balance sheet and the income statement and annual reports for 3 years, if any.
- Internal instructions and internal accounting instructions or their draft.
- Data of shareholders and distribution of shares between them.
- Data of the members of the managing board, members of the board of directors and heads of the company.
- Data on companies in which the participation of the management board of the requesting company exceeds 20%.
- Data of the auditor, the internal auditor of the joint-stock company and the data of the persons exercising internal control.
- With the operating company, documents confirming the amount of net funds, together with the auditor’s review.
- If one of the shareholders of the supplicant is an overseas credit institution, an investment fund, an investment, insurance or other company, for which a financial supervision is carried out, the confirmation of the Foreign Department that the company has a license and its activity complies with the requirements of the law.
- Internal control instructions.
- If the fund intends to provide the following services: management of a securities portfolio and/or the storage of client’s equity units or shares, a document confirming the obligation to make a one-time contribution to a pledge fund (1300 euros, paid within a month from the moment of a license obtaining, it is not refundable).
- During the activity under the license, contributions to the pledge fund of the Estonian Republic are required, which are paid quarterly.
The amount of contributions depends on the subtypes of activity and is calculated as follows:
- 0.1% of the amount of sales transactions for the last 10 working days of the previous quarter, where one of the parties was the company itself. These contributions are applied to the following subtypes of the activity: execution of orders related to securities and execution of orders related to securities on behalf of or at the expense of the customer.
- 0.075% of the market value of managed monetary funds and securities, as of the last business day of the quarter. These contributions are applied to the following sub-activity: securities portfolio management.
- 0.01% of the market value of securities as of the last business day of the quarter. These contributions are applied to the following sub-activity: storage and management of securities for the customer and related additional actions
The service includes:
- Full support for the establishment of a joint-stock company, including documents registration with a notary, an appointment of a company’s auditor, assistance in an opening of a bank account and securities account, execution of documents for registration at the securities center.
- Full support for a license obtaining, including the processing of all necessary documents and filing an application with the Financial Inspectorate, communication with the Financial Inspectorate during the processing of the application for a license.
- Legal address for the company.
- Payment of all state duties.
- Execution of powers of attorney and their translation.
- Legal and accounting advice.
- Establishment of a joint-stock company in Estonia takes about 1 month.
- Preparation of documents for obtaining a license will take about 1 month and consideration of the application by the Financial Inspectorate takes from 2 to 6 months.