Company in Estonia

Frequently Asked Questions

 
 
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What is the company registration timeframe?

What is required for the company registration?

How to start the cryptocurrency company?

What are the company registration costs?

What are the accounting costs?

What are the costs for crypto license(s)?

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Are the companies registered by KRM Advisor clean and empty?


Companies are specially created

All companies are specially established with the purpose to transfer them to clients who want to do business with an Estonian company. 

Companies are in good standing

These companies are in good standing and have not commenced in any business activities in the past (except payment of 2500 EUR share capital and usually taking it out to cash position).

Companies are fee of liabilities

We also confirm the absence of off-balance sheet liabilities in the notarized share sales contract.


Balance sheet at the moment of transfer


Assets

2500 €
2500 €

cash, bank
assets in all


Liabilities

share capital
equity capital in all
liabilities in all

2500 €
2500 €
2500


Account entries before the balance


 

Credit

Debit

2500 €

clearing with shareholders

share capital

2500 €

bank

clearing with shareholders

2500 €

credit recipient

bank

2500 €

cash on hand, (bank)

credit recipient



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What is the difference between founder, owner and director?


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Founder of the comapny

As a rule the founder is a person (legal or private person) who is the first owner of the company at the moment of incorporation. Therefore the founder of the company never changes as the first owner(s) is alaways called founder(s).


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Owner of the company

When the first owner (founder) transfers the share to somebody then the founder is not any more the owner, can not act as a shareholder and control the company. Hereinafter only the current owner have full contol over the company and only he can appoint board member(s) (called also board of directors).


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Board member (director) of the company

As a rule only board members are lawful representatives of the company. However in small companies usually owners appoint themseleves as board members and therefore it seems that owners (shareholders) can represent the company. If owners (shareholders) are not board members they can only represent the comapny if the board member issues them a Power of Attorney (POA). A shareholder (owner) who is not a board member exercises its rights only at the general meeting of shareholders.

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Questions and Answers


What kind of commercial activity may company have?

An Estonian company may have any commercial activity that is not prohibited by law. 

The Estonian company articles do not mention company activities. It means - every activity that does not require special registration or licence is automatically allowed.


May company have bank accounts outside of Estonia?

Yes, an Estonian company may have many bank accounts in the same bank or in different banks in Estonia or outside of Estonia.



Can anybody be the director of an Estonian company?

A member of the management board (director) must be a natural person with active legal capacity.If the place of residence of at least one-half of the members of the management board is not in Estonia, then the company must appoint a person in Estonia who has the legal right to receive official documents from the authorities. This person will be registered in the Commercial Register. KRM can act as receiver of official documents.



Is it required to pay salary to the management board member?

It is not obligatory to pay salary to members of the management board but if it is decided to pay, the amount of remuneration payable shall be determined by a resolution of shareholders.


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Where is the share capital of a company created by KRM Advisor?


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How big is the share capital of a ready-made Estonian company?

The minimum share capital of a ready-made company is 2500 EUR. As a rule the share capital has been paid in fully with monetary contribution by our founder company (KRM Holding Plus OÜ) to the start-up bank account of the company before company registration.


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Where is the share capital at the moment of transfering the company to a new shareholder?

Usually on the moment of transfering the company to the new shareholder the share capital is in cash position and the bank account is empty. In this case we agree in the share purchasing contract that the buyer has recieved 2500 EUR from the cash position and we have recieved 2500 EUR from the buyer for the company share. We do not transfer money back and forth but only change papers.

In other words in share sales agreement:

  1. The seller KRM Holding Plus OÜ confirms that the purchase price 2500 EUR for the company share is fully paid by the buyer.
  2. The buyer confirms that he has received the share capital 2500 EUR, which is in cash position.
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