Corporate and commercial

We work on various corporate and commercial issues ranging from internal corporate structures with shareholder relations to mergers and acquisitions. We build legally sound and safe relations with counterparties. A properly drafted contract prevents conflicts and helps to avoid lengthy litigations.

We can help you with
  • starting a company in Estonia
  • taxation in Estonia
  • e-residency in Estonia
  • rights and liabilities of management body
  • corporate governance & shareholder relations
  • restructuring, joint-ventures and liquidation
  • due diligence
  • day-to-day business operations
  • general commercial issues

commercial register, changes in company, company register, taxation and tax rates in Estonia, unique corporate income tax, e-residency, management board, management liability, representation rights, shareholder meetings, shareholder agreements, dividends, articles of associations, by-laws, everyday business, profit distribution, disputes, liabilities, third party claims, annual reports, financing, capital markets legal, technology, operations, collaboration, contracts, subcontracts, outsourcing, employment agreement, work-time, templates, compensations, working rules, lay-off, redundancy, vacation, termination notice, breach notice, remuneration, payment, dispute, liability, court resolutions, decisions
Company formation
The company registration in Estonia takes usually 2-5 days. You can register a company by visiting Estonia (takes 1 day) or remotely (by issuing a POA). We advise on the best way for you to have an Estonian company: company's form, managing bodies, licences and permissions, registration procedure, permitted commercial activity, company's liquidation etc.
Taxes in Estonia
Estonia is well known for its unique taxation of corporate earnings. There is no corporate income tax on retained and reinvested profits. Tax of 14-20% charged on distributed profits. Taxes can be declared fully online. We also have competence dealing with cases of aggressive interpretation by the tax authorities. Over the years our lawyers have conducted multiple pre-and court cases involving tax related disputes.
E-residency
As a successful e-state, Estonia has another e-business related project to be proud of - e-residency. E-residency is a government-issued ID and status that provides access to Estonia's digital business environment. In simple words E-residency enables foreigners to start a company in Estonia and manage a company online.

Experience

Corporate & disputes
We advised Bruker AXS - one of the biggest manufacturer of scientific instruments on share capital restructure of its Estonian daughter company.
Company formation
Over the 15 years of practice our lawyers have helped over 900 foreign clients to register a company and start business through an Estonian company.
Due dilligence
We advised Riga Container Terminal on various due dilligence matters, including various corporate/commercial matters and disputes.
Tax dispute
We advised Avektra - one of the biggest fish products' producer in Estonia on aggressive tax interpretation by the tax authorities and successfully won the case in courts. All claims and charges were dropped.
Regulatory
We advised one of the leaders of the transport sector - a company GoRail AS on various regulatory matters.The projects were conducted jointly with colleagues from the Russian Federation.
M&A
We advised an Estonian client in merger transaction with Port of Riga holding company, including share capital restructure and the questions of shareholders' relations.