Quick answer
A certificate of incumbency confirms who currently runs and owns a company. It comes from common-law countries, and no Estonian authority issues one. As a licensed trust and company service provider, Eesti Firma can issue a certificate of incumbency for your Estonian company in its own name. Before issuing it, we check the company in the commercial register and other official sources.
What a Certificate of Incumbency Is
A certificate of incumbency, or incumbency certificate, states who holds office in a company on a given date: the directors, the shareholders and, where relevant, the company secretary. In the United Kingdom, Cyprus, Hong Kong, the British Virgin Islands and other common-law jurisdictions, the company secretary or registered agent signs it, and banks treat it as proof of who may act for the company.
Estonian law has no such document. The same information is public in the e-Business Register, so an Estonian bank simply looks the company up. Problems start when a foreign counterparty’s checklist asks for a “certificate of incumbency” by name.
When an Estonian Company Needs One
Requests almost always come from outside Estonia: a foreign bank or payment institution opening an account, a marketplace or crypto exchange onboarding a merchant, lawyers running a know-your-customer (KYC) check, or a notary abroad handling a property or share deal.
A registry card from the e-Business Register often does the job, especially with an apostille. But some compliance teams insist on a document headed “Certificate of Incumbency” and signed by a regulated professional, and will not accept a register printout instead.
Why Estonian Authorities Do Not Issue It
The commercial register issues registry cards and extracts, not certificates, while a notary certifies signatures and copies. An Estonian OÜ has no company secretary or registered agent, so the person who normally signs an incumbency certificate does not exist here.
What does exist is a licensed trust and company service provider (TCSP). Under the Money Laundering and Terrorist Financing Prevention Act, such providers hold a licence from the Financial Intelligence Unit (FIU) and work under its supervision. A certificate of incumbency issued by a licensed TCSP in its own name is the closest Estonian equivalent to what a foreign bank expects, and so far none of ours has been rejected.
What Our Certificate of Incumbency Contains
We issue the certificate on Eesti Firma letterhead, stating our registry code and FIU licence number, and confirm the following for your company:
| Item | What it confirms |
|---|---|
| Name, registry code, registration date, legal form | The company’s exact details as recorded in the commercial register, and that it is a private limited company (OÜ) |
| Share capital | The amount and whether it has been paid in |
| Financial year | Usually 1 January to 31 December |
| Status | That the company is entered into the register and in good legal standing |
| Tax debt | That the company has no tax debt on the certificate date, according to the Tax and Customs Board (EMTA) |
| Management board and shareholders | Every board member and shareholder with their identification details |
Before signing, we check the company in the commercial register, the EMTA tax debt query and other official sources. The certificate states the date of verification, and a lawyer and management board member of Eesti Firma signs and seals it. If the recipient requires it, a notary can certify the signature. An apostille is a different matter: it is meant for public documents, so a private certificate like this one cannot be apostilled directly. If the recipient insists on one, an apostilled registry card is the better route.
How to Order
Send us the company name and tell us who will receive the certificate and whether they need a notarised signature. The certificate costs €100 and, with up-to-date register data, is ready within one working day. If the register is outdated, for example a board member has already left, we will tell you what to fix first.
Frequently Asked Questions
No. The register issues registry cards and extracts, and these often satisfy a foreign recipient. When the recipient insists on a document called a certificate of incumbency, a licensed service provider issues it.
It has no fixed validity: it reflects the register on the date of issue. Most recipients want a document issued within the last few months, so check their requirement before ordering.
Ordering Corporate Documents for Your Estonian Company
If you need a certificate of incumbency or other corporate documents for your Estonian company, we can prepare them. And if the company does not exist yet, we can start with company formation in Estonia.
