Estonia

Company Incorporation

Setting up a company in Estonia involves a clear, three-step process designed to help establish your iGaming business smoothly while meeting all local regulatory requirements.

Step 1: Initial Consultation and Planning

The journey begins with an initial consultation where MGL's legal experts evaluate your business needs. This step involves analysing your concept, target market, and compliance requirements to determine the best corporate structure. Key tasks include reserving a business name, setting up a registered address, confirming share capital, and appointing directors and shareholders.

One critical aspect here is reserving your business name. Thanks to Estonia's efficient digital systems, the process is usually completed within hours rather than days ^[2]. MGL handles the name search and reservation via Estonia's digital business registry, ensuring your chosen name meets local regulations. This groundwork ensures a smooth transition into the document preparation phase.

Step 2: Document Collection and Submission

Once the planning is complete, the next step is gathering and preparing all necessary documents. This includes collecting details about shareholders, directors, and beneficial owners, as well as drafting essential documents like the Articles of Association. Additionally, we prepare mandatory Anti-Money Laundering (AML) and Know Your Customer (KYC) policies to comply with Estonian laws and international standards.

Filing incorporation documents typically takes just one day. Simultaneously, we initiate tax and VAT registration, a process that usually takes about three days to finalise ^[2]. This ensures your business is ready to operate legally and efficiently.

Step 3: Registration and Licensing

The final step involves registering your company and obtaining the necessary operational licences. Once your incorporation documents are approved, your business is officially registered and receives its legal registration number.

Opening a business bank account is also part of this stage. For digital service providers like iGaming companies, account approvals can vary from a few minutes to a few days ^[1]. Additionally, we handle employer registry updates and prepare the documents required for your gaming licence application. While securing gaming licences requires additional compliance steps and timelines, Estonia's digital infrastructure significantly simplifies the process.

For e-Residents, the entire incorporation process can be completed in just one to three business days ^[1][3]. Without e-Residency, the timeline extends to three to four weeks ^[1]. Estonia's digital systems also streamline tasks like bank account setup, employer registry updates, and licence applications, making the process highly efficient.

Throughout each stage, MGL provides expert guidance to ensure your incorporation proceeds without delays. From setting up compliance systems to offering ongoing regulatory support, MGL’s tailored services ensure your company is ready to operate from day one.

Choosing the right business structure is a critical step when setting up operations in Estonia. The country offers three main types of business entities, each tailored to different operational needs. Selecting the right framework can make a significant difference in aligning your business with its growth and compliance goals. At MGL, we help guide you through this decision-making process to ensure your company is set up for success.

Private Limited Company (OÜ)

The Private Limited Company, or OÜ, is the most common business structure in Estonia. Its popularity stems from its straightforward setup and the protection it offers through limited liability. With an OÜ, personal assets are kept separate from business liabilities, and it allows for 100% foreign ownership.

Since February 2023, Estonia has removed the requirement for a minimum share capital, meaning you can start an OÜ with as little as one euro cent, payable over a period of up to 10 years. This flexibility makes it an attractive option for entrepreneurs. An OÜ can be managed by a single person, but if your management team is located outside Estonia, you’ll need to appoint a licensed contact person and provide a registered business address within the country.

For example, some businesses based in Tallinn have achieved multimillion-dollar revenues using this structure. MGL provides comprehensive support, from setting up your OÜ to ensuring ongoing compliance.

Public Limited Company (AS)

A Public Limited Company, or AS, is ideal for larger enterprises, particularly those looking to raise substantial capital or eventually list shares publicly. This structure requires a minimum share capital of €25,000 ^[5], reflecting the scale and commitment involved. AS companies are also obligated to prepare audited financial statements, which enhances their credibility with investors and regulatory authorities.

This structure is well-suited for businesses operating across multiple platforms or planning regional expansion. Whether you're building a large-scale operation or preparing for public investment, MGL offers the expertise to manage the setup and compliance processes effectively.

Branch Office

A Branch Office is a practical option for foreign companies wanting to establish a presence in Estonia without creating a separate legal entity. To register a branch, the foreign parent company must provide documentation to the Estonian Commercial Registry ^[4]. Unlike an OÜ or AS, the parent company retains full liability for the branch’s operations.

This setup is particularly useful for businesses looking to test the Estonian market before committing to full incorporation. For instance, a branch operator in Tartu successfully generated multimillion-dollar revenue with a lean team. MGL simplifies the registration process, helping you establish your local presence with ease.

Each of these business structures has its own benefits, depending on your company’s size, goals, and operational plans. MGL’s team is here to help you navigate these options and choose the structure that best aligns with your long-term vision in Estonia’s vibrant gaming market.