Want your existing company to operate in Estonia under its own name? Then you are looking at a branch office. Unlike standard company formation in Estonia, no new legal entity is created: a foreign company branch gets its own registry code, can hire staff and register for VAT, yet legally remains part of the parent company. This beginner-friendly guide explains how to register a branch in Estonia: how it differs from a subsidiary, which documents the parent company must prepare and why in practice the procedure runs through a notary.
Quick Answer
A branch of a foreign company in Estonia (filiaal) is registered in the Estonian Commercial Register on the basis of a notarised application. The parent company must provide fresh corporate documents — apostilled where required — that clearly show its name, registry code, date of registration, directors, owners and ultimate beneficial owners (UBO). The parent company’s director resolves to open the branch and appoints its director, and the branch director signs the application at an Estonian notary — in person or through a notarised power of attorney to a representative in Estonia. Registration usually takes up to five business days.
What Is a Branch of a Foreign Company in Estonia?
An Estonian branch (filiaal) is a permanent business unit of a foreign company that operates in Estonia on that company’s behalf. Under the Estonian Commercial Code a branch is not a separate legal person: every contract it signs, every debt it incurs and every tax it owes belongs to the parent company, which remains fully liable.
In day-to-day terms the branch still looks like a local business: it has a registry code and an Estonian address, is run by one or more branch directors, and can employ people, invoice clients and obtain a VAT number. The difference is purely legal — no new company, no share capital, no shareholders. Branches are typical for banks, insurers, transport operators and service providers that want a registered presence in Estonia within a single corporate structure.
Branch vs Subsidiary in Estonia: Which One Do You Need?
Many foreign owners compare a branch with a subsidiary company in Estonia — a separate OÜ owned by the parent. The table below sums up the differences.
| Branch (filiaal) | Subsidiary (OÜ) | |
|---|---|---|
| Legal status | Part of the parent company | Independent Estonian legal entity |
| Liability | Parent company liable in full | Limited to the subsidiary’s own assets |
| Share capital | None | From €0.01 per share |
| Registration route | Estonian notary (in person or by power of attorney) | Notary, power of attorney or online via e-Residency |
| Annual reporting | Parent company’s annual report filed in Estonia | Own Estonian annual report |
| Best suited for | Licensed businesses, single-structure presence | Most trading, holding and start-up scenarios |
If you want to shield the parent from Estonian risks or bring in local investors, a subsidiary is usually the better tool. If you must act in Estonia as the same legal person — because your licence, contracts or group policy require it — choose the branch. For an Estonian entity that will own other companies, see our guide on a holding company in Estonia.
Documents Required to Register a Branch in Estonia
This is the part that decides how smoothly branch registration in Estonia goes: the notary and the registrar must verify who the foreign company is and who may act for it — entirely on the strength of its corporate documents.
The documents must be fresh (as a rule, issued within the last six months) and, depending on the country of origin, certified with an apostille or legalised through consular channels. They must clearly show:
- the full name of the parent company;
- its registry code and the register in which it is entered;
- the date of registration;
- who the directors are — the persons authorised to represent the company;
- who the owners or shareholders are;
- who the ultimate beneficial owners (UBO) are.
Typically this means a recent register extract, the articles of association and, where ownership is not visible from the extract, a shareholder register or certificate of incumbency. The parent company also adopts a decision to establish the branch and appoint its director(s). Everything is translated into Estonian by a sworn translator; Eesti Firma handles the apostille and sworn translation stages together with the registration.
Check the Documents First
Outdated or incomplete corporate documents are the most common reason a branch registration stalls. Before ordering apostilles and translations, check that the chain “company → directors → owners → UBO” can be read from them without gaps.
How to Open a Branch in Estonia: Notary, Director and Power of Attorney
In practice, opening a branch in Estonia means registering it through an Estonian notary, who certifies the application and submits it to the Commercial Register. An online filing via the e-Business Register exists, but it requires the branch director to hold an Estonian digital ID or e-Residency and the parent company’s certified documents to be attached in a form the registrar accepts — for most foreign companies the notarial route is the workable one.
Two signatures matter. The parent company’s director (or another person authorised to represent it under the home-country register) signs the decision to establish the branch and appoint its director — usually himself or herself. The branch director then signs the notarised registration application, in one of two ways:
- In person. The branch director — typically the parent company’s own director — comes to Estonia, identifies himself or herself at the notary and signs the application. One appointment in Tallinn is usually enough.
- By notarised power of attorney. The director signs a power of attorney in favour of Eesti Firma at a notary in the home country. It is apostilled, translated and sent to Estonia, and our lawyers sign at the Estonian notary on his or her behalf — no travel required.
Either way, the corporate documents described above are submitted with the application as originals or notarised copies.
Branch Office Requirements: Director, Address and Name
- A branch director. At least one natural person who manages and represents the branch and is responsible for its accounting. The director need not live in Estonia; the parent company’s own director may hold the role.
- An Estonian address. If you have no premises yet, a legal address in Tallinn from a service provider is accepted. A local contact person is optional for a branch but recommended when nobody from the management is based in Estonia.
- A business name. The parent company’s name with the addition “Eesti filiaal”, so the link to the foreign company is always visible.
- Post-registration filings. Employer registration with the Tax and Customs Board, an Estonian VAT number once turnover requires it, and any sector-specific licence.
Branch Registration in Estonia Step by Step
- Confirm the structure — branch or subsidiary — and check whether the activity needs a licence in Estonia.
- Order fresh corporate documents from the home register and apostille or legalise them.
- Adopt the corporate decision to open a branch and appoint its director(s).
- Choose the signing route: the branch director’s visit to Tallinn, or a notarised, apostilled power of attorney to Eesti Firma.
- Translate and prepare the file: sworn translations, the notarial application, the address confirmation.
- Sign at the notary, who submits the application to the Commercial Register.
- Receive the registry code — usually within five business days — and proceed with VAT, payroll and bank onboarding.
Taxes and Reporting for a Branch Office in Estonia
For tax purposes a registered branch is a permanent establishment of the foreign company in Estonia. Profit attributed to it falls under the Estonian corporate income tax system, which taxes profit only when it is distributed or taken out of the permanent establishment; retained profit is not taxed annually. Payroll taxes and VAT apply exactly as for local companies.
Reporting has one distinctive feature. Where the parent company must prepare and publish accounts under its home law, the branch director files the approved annual report of the parent company with the Estonian register within one month of its approval and no later than seven months after the financial year ends; it may be submitted in any official EU language. Where the parent is not required to publish accounts, a separate annual report on the branch itself is prepared under Estonian rules (EEA companies whose home law does not require publication are exempt). In all cases the branch keeps its own books in Estonia under the Accounting Act. Our accounting team supports branches with both the bookkeeping and the annual filing.
Set Up Your Foreign Company Branch in Estonia with Eesti Firma
Setting up a branch office in Estonia is mostly about getting the parent company’s paperwork right the first time: complete, recent, apostilled and properly translated. Eesti Firma’s lawyers review your corporate documents before anything is notarised, draft the corporate decision and the power of attorney, arrange the apostille and sworn translation, and complete the registration at the Tallinn notary — whether the director visits Estonia or acts remotely. If a subsidiary turns out to be the better fit, the same team registers an Estonian OÜ instead. Send us a short description of your company and its planned activity, and we will confirm the document list for your jurisdiction.
Frequently Asked Questions
Only if the branch director holds e-Residency or an Estonian digital ID and the parent company’s certified documents are prepared in the form the registrar accepts. In practice most branch registrations go through an Estonian notary — in person or by notarised power of attorney.
As a rule, they should be issued within the last six months and must show the company’s name, registry code, date of registration, directors, owners and beneficial owners, and be apostilled or legalised where required.
No. The director must be a natural person with active legal capacity but need not be an Estonian resident. The branch itself, however, must have a registered address in Estonia.
The foreign parent company. The branch acts in its name, so all obligations from its activity belong to the parent. If you need limited liability in Estonia, register a subsidiary instead.
Once the notarised application is filed, the Commercial Register usually enters the branch within five business days. Preparing, apostilling and translating the parent company’s documents beforehand typically takes longer than the registration itself.
