Merge and
Acquisition
Professional legal support of transactions will secure partners, save time and money
After the acquisition and merger transactions, the company's growth in the market accelerates, resource savings due to increased scale, tax planning is optimized, and assets are diversified, resulting in reduced financial and investment risks.
What are we doing:
- Preparing a business for purchase We conduct a preliminary analysis of a company that is going to enter into a deal: assessing the need for a deal, identifying risks and prospects.
- Analysis of a company to buy We conduct a full in-depth Due Diligence (legal, economic, financial, tax audit of the company, commercial, antimonopoly expertise, etc.)
- Preparation of documents for mergers and acquisitions We collect and prepare documentation for the acquisition of assets/shares.
- Organization of mergers and acquisitions We are negotiating to reach a consensus on a deal. As a rule, a non-disclosure agreement (NDA) is signed, and the companies discuss the goals, prospects and cost.
- Company restructuring We accompany the change in the company's management structure (for example, the introduction of a board of directors, a supervisory board, the creation of committees and the delimitation of powers between them).
COOPERATION MAP
How to work with us conveniently and effectively
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1CONTACT US AND ASK QUESTIONS Get in touch with our personal manager and will respond instantly, answering any additional questions, you may have. GET A QUOTE
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2CHOOSE THE WAY OF COMPANY REGISTRATION After the conversation, please decide what kind the way of company registration you will prefer, whether you have an e-residency card in Estonia or not.
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3COMPLETE THE KYC (KNOW YOUR CLIENT) FORM Compliance is an essential part of company registration. We will collect details about you and your business through the KYC form completing.
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4BEGING YOUR COMPANY ESTABLISHMENT PROCESS If your KYC form is acceptable then you can proceed with setting up your company.
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5PAYMENT Arrange the payment of government fee and service fees for the establishment process.
GOON TO VARY SERVICES
Legal support
Documents preparation for the whole life cycle of companies.
Sell/buy, shareholder, service agreements.
General meetings management and preparation.
Company registration in Estonia
Setting up companies in Estonia. Company registration either with or without e-residency. Virtual office and Contract person in Estonia included.
Open bank account
Opening accounts in banks and payment institutions.
Compliance documents preparation.
Filling out the KYC documents.
Verification and Identification preparation.
Accounting, Audit
Bookkeeping services for Estonian companies. VAT Return filling and submitting. TAX Return filing and submitting. Annual Financial Statement preparation. Audit support.
Company registration in Cyprus and UK
Setting up companies in Estonia.
Company registration either with or without e-residency.
Virtual office and Contract person in Estonia included.
Why are we
We offer clients professional services in a convenient format
Individual solutions
For each client we form the optimal solution to the problem, taking into account the needs
Personal managern
Each client is accompanied by a manager and provides up-to-date information on statuses
Team
MaxWise specialists have been working for more than 10 years and apply practical and best practices
Remoteness
All services can be obtained online without a physical presence in the country
Our clients
FAQ
Here you will find answers to frequently asked questions from users
Who can establish an Estonian company?
Anybody can establish an Estonian company. You can have a citizenship or residency of any country.
It can also be a either physical or legal person. However, only a physical person can be a member of the management board.
Can an offshore company own an Estonian company?
Yes, any offshore company can own an Estonian company.
What is the share capital of an Estonian company? Should it be paid for in full?
The minimal share capital of an Estonian company is ЕUR 2,500. The share capital may be paid for before entry in the Estonian Commercial Register. The share capital may be paid for by monetary contribution (in cash or by transfer to the bank account of a new company) or by non-monetary contribution (with property). It is not obliged to pay the share capital in full in time of establishment.
Is it possible to purchase a ready-made Estonian company?
Yes, it is.
Which documents legally support the existence of an Estonian company?
A copy of B-card. It is an extract from the Estonian Commercial Register and contains the following information about an Estonian company:
- the date of approval of the articles of association;
- the business name;
- the registry code;
- the dates of amendments of the articles of association;
- the seal;
- the area of activity;
- the members of the management board (or the liquidators);
- the share capital;
- the class of company;
- the reference to later entry;
- the beginning and the end of the financial year;
- the owner;
The articles of association. It is an extract from the Commercial Code of Estonia that includes the basic articles prescribing conducting a meeting of the shareholders, voting of the shareholders, resolution of the shareholders, etc. The articles of association also contain the information about the share capital of a company.
Should an Estonian company have its own seal?
No, in Estonia there is no law concerning the seal. However, an Estonian company may make any seal that is not subject to any registration. The use of a seal by an Estonian company does not have any legal effects.
What activity may an Estonian company pursue?
An Estonian company may pursue any commercial activity that is not prohibited by law. If an activity that a company is intending to pursue requires a permission (a license), then that activity must be specified in the articles of association and in the B-card.
What is the body of management of an Estonian company?
The body of management of an Estonian company is the management board. The management board is elected by the shareholders and acts pursuant to the Commercial Code of Estonia and the articles of association of a company.
Which document confirms the powers of a Management Board member of an Estonian enterprise?
Such a document is the B-card (an official extract from the Commercial Register of Estonian Enterprises). The B-card contains data on the composition of the Management Board of an Estonian enterprise (given name, surname, date of birth, personal identification code, and residence). Other than that, the powers of the Management Board are specified in the Statutes of an Estonian enterprise.
May a non-resident be the sole member of the management board of an Estonian company?
Yes, they may. If all the members of the management board are the non- residents of Estonia, therefore Estonian company shall have the legal representative in Estonia. It could be whether legal entity or physical person which are the residents of Estonia.
How many directors should an Estonian company have?
An Estonian company may have no director at all. Appointment to the director’s office is executed via a resolution of the management board and the activity of a director is laid down in the contract of employment.
What is the method of registration of the ownership of an Estonian company?
The ownership of an Estonian company is registered via entering into a share purchase and sale contract. The share purchase and sale contract is signed in the presence of an Estonian notary. The share purchase and sale contract is written on the base of the Law of Obligations Act of Estonia.
Is the physical presence of a shareholder in the office of an Estonian notary required to certify the purchase and sale transaction of an Estonian company?
No, it is not, a shareholder may prepare a notarised and duly legalised letter of authority of a representative in order to execute the share purchase and sale transaction.
Is the Estonian Commercial Register accessible to public? What information is deposed in the Commercial register?
Yes, the Commercial Register is accessible to public. The following data are deposed in the Commercial Register:
- the founders of a company;
- information about the members of the management board;
- information about the shareholders;
- the area of activity;
- the financial reports of the past years;
- the documents that evidence all the modifications of a company.
What is the method of international legalisation of documents of an Estonian company?
Estonia joined the Hague convention of 1961, therefore notarised documents of an Estonian company may be legalised by the Apostille. If Estonia entered into a mutual legal assistance treaty with another country (Russia, Ukraine), it is sufficient that a documents are certified by an Estonian notary. Estonian notaries may certify the documents in English and Russian languages.
What taxes apply on the territory of Estonia?
The following taxes apply in Estonia:
- income tax;
- social tax;
- pension insurance;
- unemployment tax;
- land tax;
- gambling tax;
- value-added tax (VAT);
- custom charge;
- excise tax;
- heavyweight vehicle tax.
Shall Estonian company get the residence number in Estonian separately?
No, it should not. When the Estonian company completely established in Commercial Register, it is being the Tax resident of Estonia automatically.
Shall the gross profit of Estonian company be charged by corporate tax?
No, it should not.
What expenses are deductible?
All expenses, including royalties and interest incurred by a company in relation to its business may be deducted from the income. The European Directives of Interest and Royalty are applicable.
May losses be carried forward?
Losses may be carried forward. There is no time limit for such.
Is it true that Estonia has ZERO income corporate tax rate?
No, it is not. Starting from 01.01.2000, business profits taxation policy changed. Presently the gross profit according to the results of a financial year is not liable for taxes, while the distributable profit is liable for taxes.
Profit distribution can be carried out directly via dividends or indirectly via fringe benefits to owners, associates and company employees.
What is the tax rate on distributable profit for an Estonian enterprise?
Since 01.01.2015 the tax rate of 20% shall be multiplied on 20/80 (it will be 25%).
Is it necessary to impose taxes on a salary of a non-resident Estonian enterprise employee?
No, it is not, if a non-resident employee works outside of Estonia.
Yes it is, if a non-resident employee works on Estonian territory, and is/or a member of the board of an Estonian enterprise, in which case the income tax is deducted at the rate of 20%. In addition to that, the enterprise must pay social tax, deducted at the rate of 33% from the employee’s salary. The employer pays both income and social taxes before the 10th of the month following previous fiscal month. If a non-resident employee works under employment contract outside of Estonia and is not a member of the board of an Estonian enterprise, his/her salary is not liable for taxes.
In what case is an Estonian enterprise is obliged to be registered as a value-added tax payer?
According to the clause 1 of the article 19 of the Turnover Tax Law, the duty to be registered as a value-added tax payer matures at the date when the enterprise’s taxable turnover, except for the alienation of the main estate, exceeds 40 000 EUR, starting from the beginning of a calendar year.
What is the value-added tax rate in Estonia?
The basic VAT rate in Estonia is 20%.
There are also reduced rates 0% and 9%.
What has to be done to register an Estonian enterprise as a VAT payer?
The member of the board of the enterprise or its representative has to come to the Tax Department office with an identification document and fill out an application according to prescribed form. The Department accepts the application and appoints the time of meeting with the applicant. During the meeting, the applicant must provide all the necessary documents proving that the enterprise carries out an entrepreneurial activity or have just started it and to prove the necessity of registering the enterprise as a VAT payer, due to the occurring turnover (see item 8). The Tax Department then makes a decision within three days.
Is value-added tax is imposed on goods placed in a free customs zone or in a free customs storage warehouse?
A) No, it is not, if these goods are not delivered from the European Union.
B) No, it is not, if these goods are delivered from the European Union to a free customs zone or to a free customs storage warehouse for the purpose of exporting out of the EU within 60 days from the moment of delivery.
What taxes does an Estonian enterprise pay at the distribution of dividends?
If profit is distributed as dividends, four variants are possible:
A) The owner of the Estonian enterprise is a physical person.
In this case, the Estonian enterprise deducts tax at the rate and pays it to the budget.
B) The owner of the Estonian enterprise is a legal body (not from country with low tax rate).
In this case, the Estonian enterprise deducts tax at the rate and pays it to the budget.
C) The owner of the Estonian enterprise is a legal body (from offshore – a country with low tax rate).
In this case, the Estonian enterprise deducts tax at the rate and pays it to the budget.
If the owner of an Estonian enterprise is a non-resident company, is it necessary in this case to pay dividend income tax?
(For an answer to this question, please refer to the item 9, but in this item we cite the question often asked by our clients in its exact form.)
First of all, the Estonian enterprise pays income tax from all the dividends and other deductions from profit, presently at the rate of 20% is multiplied on 20/80.
Secondly, if the owner of the Estonian enterprise is a non-resident company not located in a country with low tax rate (is not an offshore country), it is not liable for any other taxes.
Thirdly, if the owner of the Estonian enterprise is a non-resident company located in a country with low tax rate (is an offshore country), the dividends are liable for income tax at the rate of 20%, irrespective of the percentage of shares of the enterprise owned by the non-resident company.
NB! According to the clause 1.1 of the article 18 of the Income Tax Act, the dividends are not liable for income tax if the income tax is paid from a part of the profit, which is the basis of their payment, or if the income tax is deducted from dividends in a foreign state.
