Estonia. Experts in the Incorporation of Companies and International Tax Optimization since 1991 AMEDIA PARTNERS 1

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1 Experts in the Incorporation of Companies and International Tax Optimization since 1991 Estonia company- incorporation.co fiduciary.com Amedia Partners. All reproduction rights reserved. Last update, March AMEDIA PARTNERS 1

2 INTRODUCTION Estonia is at the crossroads of Northern and Eastern Europe. It is bordered by the Baltic Sea, Russia to the east and Latvia to the south. Member of the European Union since 2004 and the Eurozone since the 1st of January 2011, the country was able to show great economic dynamism by adopting an eco- liberal financial policy. Therefore, Estonia has been able to reduce the effects of the crisis and has shown through its export performance, exceptional growth in As a flourishing country, Estonia attracts more particularly foreign investors by promoting international trade and therefore encouraging the creation of local and foreign commercial activities in the territory. Estonian legislation established an attractive tax regime: exemption from corporate tax, VAT at only 20%... INCORPORATION OF A COMPANY AKTSIASELTS (AS) - PLC This legal form is suitable for companies with a large number of Associates. A Board of Directors is required to lead and represent the Public Limited Company. A member of the Board of Directors cannot be a Shareholder. The Board consists of at least one Administrator (individuals). At least 50% of the members of the Board must be residing in the EU, Switzerland, Norway, Iceland or Liechtenstein. Minimum capital requirements: 25,500. Companies are tailored to all kinds of legal activity and activities related to finance, on- line games, banking or insurance can be undertaken after obtaining the relevant licence. A company can have several activities. Audited accounts are required. Companies can be managed from another country. A legal registered address of the company in Estonia is mandatory. AMEDIA PARTNERS 2

3 OSAÜHING (OÜ) - LTD The most common form of company in Estonia is the Limited Company. This form is suitable for small and medium companies. A Board of Directors is required to lead and represent the Public Limited Company. A member of the Board of Directors does not have to be a Shareholder. Minimum capital requirements: 2,500, must be paid by the Shareholders through monetary or non- monetary contributions prior to registration with the Companies House (After opening the company bank account). Associates may be natural or legal persons. The responsibility of the Associates is limited to the amount of their contribution. Audited accounts are required if the capital exceeds 25,500. Companies can be managed from another country. A legal registered address of the company in Estonia is mandatory. TAXATION The taxation policy in Estonia is one of the most advantageous within the European Union. Indeed, it is based on a simplified liberal system, allowing the investors to benefit from many tax exemptions or reductions. Estonia is the only EU country that imposes only income and profits that are distributed. It is also important to know that the country has numerous free zones. A company incorporated in Estonia does not pay any corporate tax if the dividends are not redistributed. No tax on profits, on dividends or on capital gains realized, if they are not redistributed. Companies are required to keep accounts, and the annual report shall be submitted to the authorities. Two accounting principles coexist in the Estonian law: the Estonian Accounting Standards (RTJ) and International Financial Reporting Standards (IFRS). We recommend you rely on English speaking Accountants in order to facilitate the process and avoid penalties. AMEDIA PARTNERS 3

4 SUMMARISED COUNTRY FACT SHEET COUNTRY'S FEATURES Geographic location Country in the Baltic Region Political regime Parliamentary Republic Population 1,257,921 (2014) Language Estonian Currency Euro Time zone GMT+2 COMPANY INCORPORATION FEATURES Type of company Aktsiaselts (AS) Osaühing (OÜ) Capital required 25,500 2,500 Legal system Civil Law Civil Law Number of Directors/ Shareholders No minimum No minimum Anonymity and confidentiality (nominee service) The Directors' and Shareholders' name does not appear on the public registry The Directors' and Shareholders' name does not appear on the public registry Secretary service No - optional No - optional Corporate tax 0% or 21% (if dividends 0% or 21% (if dividends Tax on the dividends 0% or 27% (if 0% or 27% (if VAT 20% 20% Government taxes Accounting requirements Mandatory to keep accounts and file annual reports. The annual reports are not public Mandatory to keep accounts and file annual reports. The annual reports are not public Bearer shares Authorized Authorized Exchange control - no residents No No AMEDIA PARTNERS 4

5 Please contact one of our consultants in London, Geneva and Barcelona for more information Present in the market for several years, Amedia is your ideal partner to buy a Shelf company or to set up a new company in Estonia. We also offer a wide range of complementary international services (registered address, bank account opening, implementation of an on- line payment system, branch opening...) through our network of partners and our subsidiaries in London, Barcelona and Geneva. SWITZERLAND Fiduciaire Amedia S.A. Boulevard Georges Favon Geneva Tel: Fax: FRANCE Amedia Limited Paris 42 avenue Montaigne Paris Tel: Fax: UNITED KINGDOM Amedia Ltd 6 London Street Paddington W2 1HR Tel: Fax: SPAIN (Barcelona) Amedia Partners S.L. Avenida Diagonal, 491 Principal, 1ª Barcelona Tel: Fax: SPAIN (Madrid) Amedia Accountants & Auditors Calle de Núñez de Balboa, Nº Madrid Tel: Fax: CYPRUS Amedia Chypre Agiou Athanasiou Avenue 58 El Greco Building 2nd Floor 4102 Limassol Tel: Fax: HONG KONG Amedia Management Ltd 33 Canton Road Tsimshatsui Kowloon Hong Kong Tel: Fax: BRAZIL (Sao Paolo) Amedia Latam SP (Brasil Business Partners ltda.) 1040 Alameda dos Guaramomis Planalto Paulista São Paulo SP Tel: Fax: BRAZIL (Rio) Amedia Latam Rio (Bresil Asistance ltda.) Rua Dom Gerardo 63, sala Centro Rio Tel: Fax: MAURITIUS Amedia Management Ltd 21 Vellore Street - Court Building Port Louis Tel: Fax: AMEDIA PARTNERS 5

6 Experts in the Incorporation of Companies and International Tax Optimization since 1991 Amedia Partners. All reproduction rights reserved. Last update, March company- incorporation.co fiduciary.com AMEDIA PARTNERS 6

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