How to Register a Subsidiary Company in Estonia

Planning to expand your foreign company into Estonia and the EU market? Then you are looking at registering a subsidiary — an Estonian company whose shares belong to your existing “parent” company abroad. The good news: the procedure is very close to a standard company formation in Estonia. The real difference is paperwork.

This beginner-friendly guide explains what documents your parent company must prepare, which of the three registration routes to choose, and why even the digital route still involves paper originals.

What Is a Subsidiary in Estonia — and How It Differs from a Branch

A subsidiary (sometimes called a daughter company) is simply an Estonian company — almost always a private limited company (OÜ) — in which the shares are fully or partly owned by another company. Legally, it is an independent Estonian legal entity: it has its own registry code, its own management board, its own bank account and its own liability. The parent company participates in it the same way any shareholder would.

This makes a subsidiary fundamentally different from a branch (filiaal). A branch is not a separate legal entity — the foreign company remains fully liable for everything the branch does. A subsidiary, by contrast, shields the parent: the Estonian OÜ answers for its own obligations with its own assets. For most foreign businesses entering the EU market, the subsidiary is the cleaner and more flexible option.

If your goal is the opposite — building an Estonian company that will own other companies — you are looking at a different structure entirely; see our guide on a holding company in Estonia.

How Subsidiary Registration Differs from a Standard Company Setup

Most of the process is identical to any Estonian company formation: you choose a company name, define the field of activity, appoint a management board, set the share capital (from just €0.01), and arrange an Estonian legal address (and, where required, a local contact person). We will not repeat all these basics here — this guide focuses on what makes the subsidiary case different.

The big difference is who the founder is. When the founder is a foreign legal entity rather than a private person, Estonia must first verify that the parent company genuinely exists and is represented by the right person. That verification rests entirely on the parent company’s corporate documents — and their preparation, delivery and translation are what actually define the timeline and cost of the whole project.

Documents Required to Register a Subsidiary in Estonia

Everything starts with a set of fresh corporate documents of the parent company. “Fresh” is not a figure of speech: the documents must be issued no more than six months before submission, and in practice the more recent, the better. From this documentation, the following must be clearly visible:

• Full legal name of the parent company, its registration number (registry code) and registered address;
• Who the directors are — the persons with the right to represent the company;
• Who the shareholders (owners) are;
• Who the ultimate beneficial owners (UBO) are — the private individuals who ultimately own or control the company.

In most countries this information comes from an official registry extract or certificate of good standing, sometimes supplemented by a shareholder register or a UBO registry extract. If your home registry does not disclose owners or beneficial owners, an additional document — for example, a signed UBO confirmation from a director — will be needed to fill the gap. Depending on the country of origin, the documents must also be certified with an apostille or legalised.

One practical point that surprises many founders: the original documents must be sent to Estonia on paper in every scenario — including the digital one. An Estonian sworn translator can only prepare the official Estonian translation on the basis of the originals. The translation itself can be issued either on paper or digitally (the translator scans the originals and signs the translation with a digital signature), but there is no way around delivering the physical documents first.

Three Ways to Open an Estonian Subsidiary: Power of Attorney, Notary Visit or e-Residency

The application is submitted on behalf of the parent company by its director (a member of its management body with representation rights). In practice, this happens in one of three ways.

Option 1: Remote Registration by Power of Attorney

The director signs a power of attorney in their home country, has it notarised and apostilled (or legalised), and sends it to Estonia together with the corporate documents. A local representative — such as our team — then completes the registration at an Estonian notary on the parent company’s behalf. No travel is required, which makes this the most popular route for foreign parent companies.

Option 2: In Person at an Estonian Notary

The director of the parent company travels to Estonia and signs the foundation documents at a notary’s office in person. With the paperwork prepared and translated in advance, the notarial part takes a single appointment. No power of attorney is needed, so this route suits directors who plan a visit to Estonia anyway.

Option 3: Online Registration with e-Residency

If the parent company’s director holds an e-Residency card, the subsidiary can be registered through the online company registration portal, with the parent’s corporate documents attached to the application. But be realistic about what this route saves: the originals still travel to Estonia on paper, and the sworn translator still needs them physically to issue a digitally signed translation before the online filing can happen. E-Residency changes where you sign — not how much paperwork is involved — so it makes sense mainly when the director already holds a valid card. And it is never a prerequisite for doing business here, as we explain in our article on registering an Estonian company without e-Residency.

Subsidiary Registration Costs and Timeline

The government side of the budget is modest: the state fee is €200 for registration through a notary or €265 for the online filing, and on the notarial routes the notary’s own fee for a straightforward single-shareholder setup usually adds roughly €100–€200. The variable part of the budget is document handling: apostilles, sworn translations and courier delivery depend entirely on the country of origin and the number of documents.

As for the timeline, plan realistically. The Estonian side is quick — once the application is filed, the Business Register usually confirms the new company within a few working days. What takes time is everything before that: ordering fresh registry extracts abroad, arranging apostilles, couriering the originals, preparing the power of attorney and translations. Depending on the parent company’s jurisdiction, the full remote process typically takes from two to several weeks.

There are no ownership restrictions to worry about: a wholly-owned subsidiary is perfectly legal, and a foreign company can hold 100% of the shares of its Estonian OÜ, just as a foreign individual can fully own an Estonian company.

Ready to Set Up Your Estonian Subsidiary?

The procedure itself is standard; the outcome depends on how well the parent company’s paperwork is prepared. Our team handles subsidiary registrations end to end — we review the corporate documents in advance, prepare the power of attorney, arrange sworn translations and the notary appointment or online filing, and provide the legal address and contact person for the new company. Explore the packages on our Estonian company registration service page or send us a short description of your structure, and we will map out the exact document list for your jurisdiction.

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Frequently Asked Questions