Quick answer
Estonian law has no company secretary. The duties a secretary holds elsewhere sit with the management board: keeping the Commercial Register up to date, filing the annual report within six months of the financial year end and reporting beneficial owners within 30 days of a change. A service provider can do all of that work, but it is never the company’s officer. Filings in the e-Business Register are signed by a board member, and where the provider acts for the company itself, it does so under a power of attorney certified by a notary.
Founders who come to Estonia from the UK, Ireland, Singapore or Hong Kong often look for the service they know from home. There, a company secretary is a statutory officer who keeps the registers, files the annual return and makes sure the directors sign what they must. The search for corporate secretarial services in Estonia starts from that habit and usually ends in confusion, because the Estonian Commercial Code does not know the role at all.
That does not make the work disappear. An Estonian private limited company (osaühing, OÜ) has the same stream of filings, deadlines and resolutions as a company anywhere else; what differs is who answers for them and how someone else may act in that person’s place. This guide explains what corporate secretarial services cover in Estonia, how the board delegates them and where delegation stops.
Does an Estonian Company Need a Company Secretary?
No. The Commercial Code (äriseadustik) requires an OÜ to have shareholders and a management board (juhatus), and nothing else. A supervisory board is optional and rare in small companies, and no officer sits between the owners and the board. The board manages the company, represents it and answers for every filing. Who may sit on it, and what personal liability the seat carries, is covered in our guide to board members of an Estonian company.
| Country | Company secretary | Statutory registers kept by the company | Yearly filing with the registrar |
|---|---|---|---|
| Estonia | None exists; the management board carries the duties | None; the public Commercial Register is the record | Annual report, with confirmation of the beneficial owners |
| United Kingdom | Optional for a private company | Yes | Confirmation statement and accounts |
| Ireland | Mandatory | Yes | Annual return and accounts |
| Singapore | Mandatory and resident in Singapore | Yes | Annual return and accounts |
| Hong Kong | Mandatory, a resident person or a local company | Yes | Annual return and accounts |
Two things follow for an Estonian company. There is no annual return or confirmation statement: the annual report is the only yearly filing, and the beneficial owner data is confirmed in the same submission. And there are no statutory registers to keep in a binder, because board members, shareholders and beneficial owners are recorded in the e-Business Register, where anyone can see them. What the board still keeps are the shareholders’ resolutions behind each change, since the register asks for them with every application.
What Corporate Secretarial Services Cover in Estonia
Providers sell this work under several names: corporate secretarial services, company secretarial services, entity management or corporate compliance. The content is the same. It is everything the board must file, record or answer that is not bookkeeping or tax. The table lists those obligations of an OÜ, the deadline or trigger the law attaches to each, who has to sign, and what a provider can prepare. In every row the pattern is the same: the provider prepares, a board member signs. How a provider can sign instead is explained in the next section.
| Obligation | Deadline or trigger | Who signs or submits | What a provider prepares |
|---|---|---|---|
| Annual report to the Commercial Register | Within six months of the financial year end | A board member in the e-Business Register; an accountant can be given access to prepare it | The report itself and the shareholders’ resolution approving it |
| Beneficial owner data | Within 30 days of any change; confirmed with each annual report | A board member | The calculation of who qualifies and the entry itself |
| Change of board members | Without delay after the shareholders’ resolution; €25 state fee | A board member, including the newly appointed one | The shareholders’ resolution, the new member’s consent and the application |
| Registered address, email address, contact person | Without delay after the change; €25 when the municipality or the contact person changes | A board member | The address and the contact person, and the application |
| Share transfer or a new shareholder | After the transaction | A notary, or a board member where the articles waive the notarial form | The resolutions and the transfer documents; the notary appointment |
| Amendment of the articles: name, share capital, location | Shareholders’ resolution with at least two thirds of the votes; €25 state fee | A board member | The resolution and the full new text of the articles |
| Replies to the registrar, the Tax and Customs Board and courts | Within the deadline stated in the notice | The board | The translation of the notice and the reply, having received the notice as contact person |
| Corporate records: resolutions, minutes, contracts, accounting documents | Ongoing; accounting documents are kept for seven years | The board | The file itself, and copies for a bank or partner on request |
The state fee of €25 is charged per application rather than per change, so a new board member, a new address and a new email address filed together cost €25 in total. Most of the work is register changes, and each follows the same route: the shareholders decide, a board member files the application with the resolution attached, and the registrar makes the entry within one to five working days. The individual procedures are in our guides to changing the registered address, renaming the company, transferring shares and adding a shareholder. Tax deadlines are a separate list, set out in our tax calendar for Estonian companies.
Two obligations cause most of the trouble for companies run from abroad, because neither feels urgent until the registrar or a bank asks. The beneficial owner entry has to match the real ownership, and a holding company above the OÜ does not stop the test; our guide to beneficial owners explains who qualifies. An annual report is due even for a year in which the company has not traded, and an unfiled report ends in fines and, eventually, deletion of the company. Preparing and filing it is what our annual report service covers.
Delegating Corporate Secretarial Work in Estonia: A Power of Attorney, Not an Office
This is where Estonia differs most from the countries in the table above. A company secretary acts in their own name, because the law gives them an office. An Estonian provider has no office in the company and no standing with the register. It can draft every document, but whenever it acts for the company rather than merely preparing papers for it, it needs an authorisation from the board.
In practice most owners of Estonian companies obtain e-Residency and sign the filings themselves. With an e-Residency card or another Estonian digital ID no authorisation is needed: the provider prepares the resolution and the application, the board member signs it in the e-Business Register, and the registrar makes the entry. For the annual report the board member can also give the accountant access to prepare the report inside the portal, while the submission stays the board member’s own act.
Without an Estonian digital signature, the application cannot be submitted online at all. It then goes through an Estonian notary, and the board member has three options: come to the notary in person; sign the documents on paper and send them to the provider, which hands them to a notary for filing; or give the provider a power of attorney. A board member who wants the whole job taken off their hands chooses the third. That power of attorney is signed before a notary in the board member’s own country, apostilled where required, and translated into Estonian by a sworn translator. On that basis the provider signs the application at an Estonian notary on the board member’s behalf, and the notary files it with the register. The same document can cover the annual report, beneficial owner data and every ordinary register change, so one power of attorney usually serves for years.
Two limits apply on every route. A power of attorney transfers the signature, not the responsibility: the board member remains liable to the register, the tax authority and the company’s creditors for what is filed and what is not. And none of the routes makes the provider a company officer, so a provider cannot sign a document as the company’s secretary, because Estonian law has no such signature.
No Company Secretary’s Certificate: What a Bank Gets Instead
Compliance teams abroad often ask an Estonian company for a company secretary’s certificate, a certificate of incumbency or a certificate of good standing. None of these exists in Estonian law. What the register issues is a registry card (registrikaart), which shows the board, the shareholders, the share capital and the status and can be notarially certified and apostilled. Where the recipient insists on the common-law format, a licensed trust and company service provider issues the certificate in its own name after checking the register; our corporate documents service covers both formats.
Corporate Secretarial Services From Eesti Firma
We do the board’s secretarial work for Estonian companies whose owners live abroad. Our lawyers draft the shareholders’ resolutions and register applications for changes of board, address, name, capital and ownership, then prepare them for the board member’s signature or sign them at a notary under a power of attorney. Our accountants prepare the annual report and the beneficial owner confirmation. We provide the legal address and act as the licensed contact person, so that official mail reaches us and is answered on time, and our virtual office adds scanning and forwarding of all other post. All of this is done under our licence as a trust and company service provider. Tell us what the company looks like and what has not been filed, and we will say what needs doing and in which order.
Frequently Asked Questions
No. Estonian law has no such position. The management board is responsible for every filing with the Commercial Register, for the annual report and for the beneficial owner data, and a service provider does the preparatory work for it.
Not in its own name. If you hold an Estonian digital ID, the provider prepares the application and you sign it in the e-Business Register. If you do not, the provider signs at an Estonian notary under a power of attorney from you, notarised in your country and translated into Estonian, and the notary files the application.
No. The power of attorney lets the provider sign on your behalf; the legal responsibility for filing on time and for the accuracy of the data stays with the board member.
No. The only yearly filing is the annual report, due within six months of the financial year end. The beneficial owner data is confirmed in the same submission.
Not in the UK sense. Board members, shareholders and beneficial owners are recorded in the public Commercial Register. The board does have to keep the shareholders’ resolutions and minutes behind each change, and accounting documents for seven years.
