We counsel and provide services related to corporate law issues, applying for registrations in national registers, and compiling contracts and other documents.
- Founding and registering a company;
- Transferring a company (asset transactions);
- Solving issues related to managing a company;
- Counselling the board and shareholders;
- Reorganising the company structure and activities;
- Solving tax-related issues (including solving tax-related issues with the Estonian Tax and Customs Board);
- Compiling documentation related to managing and conducting business in a company and making register entries;
- Compiling decisions and protocols;
- Applying for permits;
- Resolving disputes;
- Liquidation proceedings (including liquidator service);
- Conducting reorganisation proceedings;
- Conducting bankruptcy proceedings.
Establishing a company is conducted via the Company Registration Portal or with the help of a notary.
Before establishing a company, determine:
- company name;
- corporate structure (private limited company, public limited company, limited partnership, general partnership, foundation, non-governmental organisation);
- the area of activity of the company;
- the amount and method of share or equity capital deposit;
- business location.
If desired, also determine:
- internet domain (internet address for the website).
Before confirming the company name, you need to check the possible limitations for this company name and its distinctness from existing company names. If there are any limitations, the commercial register may reject the company name registration.
In addition to the company name, the availability of using the trademark also needs to be checked. Upon choosing a trademark, the most important factor is its distinction and distinguishability from other trademarks of the same field.
Before registering a domain, you need to make sure that the desired domain is available.
In certain fields of activity, you need to consider special requirements as you may need to apply for a specific activity licence or registration. Such fields of activity are, for example, tourism (acting as a tour operator, providing accommodation service), construction (building, design, owner supervision, performing construction expertise, issuing energy-performance labels, performing energy audit), financial services (lending, lease transactions, providing pawnshop service), security services, transportation (passenger transport, taxi service permit), social care (babysitting service, special welfare), different industries (electrical works, installing an elevator, lifting equipment works), gambling, retail and wholesale of alcoholic beverages and tobacco products, etc. You can read further on conducting business with special requirements here.
The following registers and databases might also be helpful: Register of economic activities, Name inquiry of commercial register, Trademark database of the Patent Office, Estonian Internet Foundation (domain database).
The main reasons for reorganising a company are typically the following:
- Company development;
- Risk hedging;
- Decrease and increase of demand;
- Financial crises;
- Rates of economic growth;
- Technological development (robotisation, automation, digitalisation, etc.).
Reorganising an entrepreneurship is a necessary step for recovering or increasing its sustainability.
Company liquidation is its termination (deleting from the commercial register), for which different actions must be undertaken. The cause for liquidation could be bankruptcy, compulsory dissolution, or voluntary company dissolution based on the resolution of the owners.
The liquidation proceedings include:
- compiling an overview of the company’s economic activity;
- dissolution resolution;
- making the relevant entries into the commercial register (the liquidator’s name and termination);
- informing the creditors;
- compiling the opening balance sheet;
- selling the assets;
- collecting the debts;
- satisfying the claims of creditors;
- if necessary, submitting a bankruptcy petition;
- compiling the final balance sheet;
- creating the asset distribution plan;
- submitting a deletion application to the commercial register.
We provide a complete liquidation proceedings service as well as participating in and helping the client with different stages of liquidation proceedings.