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Tax Consultation for Estonian Companies

Professional Estonian tax advice for specific situations – when to seek a consultation, what EMTA advance rulings cover, how audit representation works, tax planning for owner remuneration and dividend strategy, and how our consultation service operates.

EMTA Advance Ruling Audit Representation Dividend Planning WHT Advice €120/hr Tulumaksuseadus
€120/hour Consultation Fee
Free Within certain packages
EMTA Advance Rulings
60+ DTT Countries
1 day Response Time
Written Opinions Available

When to Seek Estonian Tax Consultation

Before any transaction with uncertain tax treatment
If you are unsure how a planned transaction will be taxed – a large royalty payment, a restructuring, a new cross-border arrangement – seeking advice before the transaction is far cheaper than correcting errors after. EMTA can issue advance rulings (eelotsused) for specific planned transactions.
When EMTA contacts you
An EMTA information request (teabenõue) or audit notification should be treated seriously. Responding incorrectly or incompletely can expand the scope of investigation. Professional representation from the first communication significantly reduces the risk and cost of EMTA interaction.
When planning significant dividend distributions
Shareholders’ resolution requirements, TSD Annex 7 and INF 1 reporting, and relevant cross-border tax considerations for non-resident shareholders. Consultation before distribution prevents costly errors.
When paying non-residents (dividends, royalties, fees)
Non-resident payments carry withholding tax obligations that depend on payment classification, the applicable DTT, and the availability of residency certificates. Getting the WHT rate wrong makes the OÜ liable for the shortfall plus interest and penalties.
When structuring how the owner is paid
The split between salary, board member fee, and dividends has significant tax implications. The appropriate structure depends on the owner’s actual role, remuneration, social tax obligations, health insurance position, tax residence and the applicable 22/78 corporate income tax on dividend distributions. Consultation pays for itself quickly.
When something unexpected happens in the business
Receiving an unexpected grant, selling a significant asset, acquiring a foreign subsidiary, bringing in an investor, or issuing share options – all create specific tax events under the Tulumaksuseadus that are best planned before they happen.

Tax consultation is not about tax avoidance – it is about applying the Tulumaksuseadus correctly. Estonia’s tax laws are clear and well-published. The question is not how to minimise tax through schemes; it is how to apply the rules correctly to your specific situation so you pay exactly what is legally due – no more, no less. A good consultation saves money not by avoiding tax but by ensuring you do not overpay through incorrect treatment or miss opportunities available under the law.

Section 1 – Consultation Topics

The ten most common Estonian tax consultation areas

What We Advise On

Our tax consultation service covers any Estonian tax question that your OÜ faces. The table below lists the ten most common consultation topics, typical duration, and what we advise on in each area. All consultations are based on the current Tulumaksuseadus, Käibemaksuseadus, Sotsiaalmaksuseadus, Äriseadustik, and EMTA guidance.

Consultation Topic Typical Duration What We Advise On
Owner remuneration strategy 1 hour Salary, board member fee and dividend planning based on actual duties; social tax and health insurance requirements; dividend tax at 22/78 of the net distribution
Dividend distribution planning 1–2 hours Distributable profit and net assets check; 22/78 tax calculation; shareholders’ resolution based on the approved annual report; TSD Annex 7 and INF 1; cross-border shareholder taxation
VAT registration timing and strategy 1 hour Approaching €40,000 threshold; voluntary registration pros/cons; OSS/IOSS assessment for EU cross-border sales; partial VAT recovery for mixed activities
Non-resident payment WHT analysis 1–2 hours Payment classification; royalty and service-fee WHT; treaty relief and residency certificates; TSD Annex 2 where applicable. Ordinary dividends have no recipient WHT; company-level dividend tax is reported in Annex 7 and recipients in INF 1. Transitional 14/86 dividend balances require separate analysis.
EMTA audit representation 2–5 hours Reviewing EMTA information request (teabenõue); preparing response; gathering supporting documentation; communicating with EMTA on your behalf via esindusõigus
EMTA advance ruling preparation 3–6 hours Identifying the tax question; drafting the advance ruling application (eelotsuse taotlus); EMTA correspondence; interpreting the ruling once issued
Expense deductibility analysis 1–2 hours Specific expenses: home office, car, meals, equipment; deemed distribution risk assessment; fringe benefit tax (erisoodustus) classification and minimisation
Corporate structure review 2–4 hours OÜ vs FIE comparison; multiple OÜ structures; holding company feasibility; tax-efficient profit extraction; permanent establishment risk assessment
Crypto and digital asset taxation 1–3 hours Treatment of mining income, staking rewards, DeFi and NFT sales; IAS 38 intangible asset classification; EMTA position on crypto; MiCA crypto-asset service provider authorisation requirements. Estonian FIU VASP licences ceased to be valid by 1 July 2026.
EMTA correction and voluntary disclosure 1–3 hours Identifying errors in prior declarations; calculating back-tax and interest; voluntary correction (vabatahtlik parandus) process; amended TSD and KMD filing

How Our Consultation Service Works

Book a free 30-min intro
Start with a free 30-minute call where we understand your situation and identify the specific tax question. We confirm whether it is a question we can address and quote the consultation time estimate.

 

Prepare the question clearly
Before the paid consultation, send us a brief written summary of the situation and the specific question. Good preparation reduces consultation time and therefore cost.

 

Pay for the consultation
Via video call, phone, or written Q&A. We work through the question systematically, referencing the relevant legislation and EMTA guidance. We explain our conclusion and the reasoning.

 

Written opinion on request
For significant transactions or positions where written documentation is valuable, we can provide a written tax opinion summarising the question, analysis, and conclusion – useful for board documentation and future EMTA queries.

 

Follow-up included
We answer follow-up questions by email on the same consultation topic within 5 business days at no additional charge – questions that arise from the consultation itself are part of the service.

Section 2 – EMTA Advance Rulings (Eelotsused)

When an EMTA advance ruling gives you certainty before a transaction

What an Advance Ruling Provides

An EMTA advance ruling (eelotsus) under Maksukorralduse seadus §91 is a written, legally binding opinion from EMTA confirming how it will treat a specific planned transaction. Once issued, the ruling is binding on EMTA – meaning EMTA cannot later tax the transaction differently than the ruling states, provided the facts remain as described. This removes tax uncertainty from significant transactions.

An advance ruling is not general advice – it applies to a specific planned transaction with specific parties and amounts. EMTA will not issue rulings on abstract hypotheticals or general planning principles. The ruling must describe a genuine planned transaction in sufficient detail for EMTA to make a specific determination.

Aspect Detail Timeframe / Cost Notes
What it is A written opinion issued by EMTA confirming how the tax authority will treat a specific transaction or situation – binding on EMTA for the taxpayer who received it N/A Binding only for the specific taxpayer and the specific transaction described in the application
Legal basis Maksukorralduse seadus § 91¹ establishes binding preliminary tax rulings; § 91⁵ governs applications N/A Must be a planned future transaction – not a past transaction
What it covers Corporate income tax treatment of profit distributions; VAT classification; non-resident income classification; permanent establishment questions; specific expense deductibility N/A EMTA will not rule on general tax planning principles – must be a specific identified transaction
Application process Written application submitted via EMTA e-Tax portal or by post; must describe the planned transaction in specific detail including parties, amounts, and legal structure EMTA generally issues a binding advance ruling within 60 calendar days; this period may be extended by up to 30 calendar days in justified circumstances. We draft the application; you submit or we submit on your behalf via esindusõigus
State fee €1,180 for a legal person’s application; €300 for an individual. No statutory €150 urgent 10-day procedure State fee payable for review of the application Plus our advisory fee of €120/hr for 3–6 hours of preparation time
Binding period Binding for the specified transaction if completed within the deadline set in the ruling and the statutory conditions remain satisfied Transaction deadline specified in the ruling; no automatic three-year term Actual facts must match the application; material changes to the relevant legislation before the transaction may remove binding effect
When most valuable Before a large or novel transaction (significant dividend distribution, new royalty structure, acquisition, restructuring); when EMTA’s position is genuinely uncertain Before the transaction After the transaction occurs, you can no longer request a ruling – seek general advice instead

When an Advance Ruling Is Worth Applying For

Situation Should You Apply for a Ruling? Why / Why Not
First dividend distribution of significant size (> €50,000) Consider it Confirms the gross-up formula, applicable rate, and filing mechanics – prevents costly errors on a large transaction
Paying royalties to a non-resident company for the first time Recommended Royalty WHT classification is complex; ruling prevents back-assessment if classification is wrong
Establishing an international group structure with Estonian OÜ subsidiary Strongly recommended Permanent establishment risk, transfer pricing, dividend flow – multiple uncertain tax questions in one transaction
Minor transaction (< €5,000) with standard treatment Not needed Standard transactions with clear EMTA published guidance do not need rulings – they would cost more than the issue is worth
Crypto asset sale or staking income treatment Consider it EMTA’s published position on crypto evolves; a ruling provides certainty if you are planning significant crypto-related transactions
Fringe benefit treatment of a specific employee benefit Depends on value Only if the benefit is novel or significant – for standard benefits (car, phone), EMTA guidance is clear enough

Section 3 – EMTA Audit and Information Request Representation

What happens when EMTA contacts your OÜ – and how we manage it

The EMTA Audit Process – From First Contact to Resolution

EMTA audits (maksukontrollid) and information requests (teabenõuded) follow a structured process. Most OÜs encounter an information request before a full audit – it is EMTA asking specific questions about a period or item. A complete, accurate, professional response to the first information request often closes the matter without escalation to a full audit.

Day 1 – EMTA information request (teabenõue) received
EMTA sends a written information request to your OÜ via the e-Tax portal or registered mail. It specifies the tax period under review, the type of tax being examined (VAT, payroll, distribution tax), and the specific information or documents requested. A response deadline is given – typically 15–30 days.

 

Day 1–3 – We review the request and assess the situation
As soon as you share the EMTA communication with us, we review what is being asked. We assess: is this a routine information request or a targeted audit? What periods are covered? What documents are needed? Are there any issues in the prior bookkeeping that the request may be investigating? We advise you on the scope before starting the response preparation.

 

Day 3–10 – Gather supporting documentation
We compile the documents needed to respond: invoices, bank statements, payroll records, TSD and KMD declarations, employment contracts, board resolutions, and any specific items requested. If any documents are missing or need to be obtained from suppliers or employees, we identify and chase these.

 

Day 5–12 – Prepare the written response to EMTA
We draft a clear, accurate written response addressing each of EMTA’s questions with supporting evidence attached. We ensure the response is factually complete, avoids admissions that are not required, and presents your OÜ’s position accurately. You review the draft before it is submitted.

 

Before deadline – Submit response to EMTA via e-Tax portal
The final response and all supporting documents are submitted through EMTA’s e-Tax portal using our esindusõigus delegation. We receive confirmation of submission and retain a copy of everything submitted. You are notified when submission is complete.

 

Resolution – EMTA closes the review or requests additional information
An information request may be closed after a complete response or may lead to additional questions, further verification or formal tax proceedings depending on EMTA’s findings. If EMTA requests additional information, we continue the process. If EMTA issues an assessment (maksuotsus), we review it with you and advise on whether to accept, negotiate, or appeal – within the 30-day appeal window.

What Makes a Good EMTA Response

Element Good Practice What to Avoid
Completeness Answer every question asked; provide every document requested Partial responses that omit requested items – Omissions may lead EMTA to request additional information or question the completeness of the response.
Accuracy All figures reconcile to filed declarations and source documents Figures that contradict filed TSD or KMD declarations without explanation
Tone Professional, factual, co-operative Defensive, confrontational, or dismissive language – Unclear or confrontational communication may complicate the review and lead to additional correspondence.
Speed File within deadline; request an extension if genuinely needed Filing late without communication – EMTA may impose information request fines
Proactive disclosure If errors are found during response preparation, disclose them in the response Concealing errors that EMTA will likely find independently – Errors identified by EMTA may result in additional tax, interest and, where applicable, other consequences under tax law.

Section 4 – Owner Remuneration Tax Planning

Optimising how the OÜ owner is paid under Estonian law

The Three Ways to Pay an OÜ Owner – and the Tax on Each

Every payment from an OÜ to its owner-director must be classified as one of three types: salary/board member fee (subject to TSD with 22% income tax, 33% employer social tax, and UI), dividend (subject to 28% distribution tax using the 22/78 gross-up), or loan (not a payment – must be repaid at market interest rates). The optimal combination depends on the owner’s income needs, health insurance requirements, and the OÜ’s distribution history.

Annual Income Goal Recommended Structure Estimated Annual Tax Cost Why This Structure
€24,000/year net to owner Set salary or board remuneration appropriate to actual duties and workload; distribute eligible profits separately. Full-time minimum salary: €886/month in January–March 2026; €946/month from April 2026. Requires an individual calculation based on the remuneration/dividend split, residence and applicable deductions. Ordinary dividend tax: 22/78 of the net dividend; no reduced regular-dividend rate. Dividends must not replace remuneration for active work. Paying a minimum salary does not automatically make the remaining payments valid dividends.
€96,000/year net to owner Set salary or board remuneration appropriate to actual duties and workload; distribute eligible profits separately. Full-time minimum salary: €886/month in January–March 2026; €946/month from April 2026. Requires an individual calculation based on the remuneration/dividend split, residence and applicable deductions. Ordinary dividend tax: 22/78 of the net dividend; no reduced regular-dividend rate. Dividends must not replace remuneration for active work. Paying a minimum salary does not automatically make the remaining payments valid dividends.
€200,000/year net (high-earning OÜ) Set salary or board remuneration appropriate to actual duties and workload; distribute eligible profits separately. Full-time minimum salary: €886/month in January–March 2026; €946/month from April 2026. Requires an individual calculation based on the remuneration/dividend split, residence and applicable deductions. Ordinary dividend tax: 22/78 of the net dividend; no reduced regular-dividend rate. Dividends must not replace remuneration for active work. Paying a minimum salary does not automatically make the remaining payments valid dividends.

The Haigekassa Health Insurance Minimum

In Estonia, access to the public health insurance system (Haigekassa – Estonian Health Insurance Fund) is linked to payment of social tax. To maintain active health insurance coverage, social tax must be paid on at least the equivalent of the statutory minimum wage (alampalk). In 2026, the minimum wage is €886/month for January–March and €946/month from April. For an OÜ director paying themselves this amount as a board member fee, the employer social tax is calculated accordingly. This is the minimum monthly cost of maintaining health insurance coverage for the OÜ’s owner-director.

Owners who pay themselves only dividends and no salary risk losing health insurance coverage unless they have another social tax-paying basis (such as being employed elsewhere). This is a practical reason why most OÜ owners pay themselves a minimum salary even if dividends are more tax-efficient for larger amounts.

Health Insurance Coverage Method Monthly Social Tax Cost Annual Cost Notes
Board member fee sufficient for health insurance in 2026 (€886/month gross, if this is the sole qualifying basis) €292.38/month social tax; no unemployment insurance on board member fees €3,508.56 social tax for 12 months Health insurance depends on qualifying declared social tax reaching the monthly threshold. The board fee is not subject to the employment minimum wage.
Full-time salary at the statutory minimum in 2026 January–March: €292.38 social tax + €7.09 employer UI/month. From April: €312.18 social tax + €7.57 employer UI/month €3,776.16 employer social tax and UI for 2026, assuming 3 monthly payments of €886 and 9 of €946, with monthly rounding Employment registration and monthly TSD reporting required. These figures exclude employee income tax, employee UI and funded pension deductions.
Voluntary Tervisekassa health insurance €272/month premium at the rate applicable from 1 July 2026; not social tax €3,264 per annual contract For persons registered as residing in Estonia without another insurance basis. Generally a one-month waiting period; temporary incapacity benefits are excluded.
Social tax basis from another employer Other employer provides the insurance basis; this OÜ still pays applicable taxes on its own remuneration No separate insurance premium solely to duplicate existing cover; remuneration taxes remain payable Insurance elsewhere does not exempt salary or board fees paid by this OÜ from tax. Any relief from the minimum social tax obligation requires the statutory conditions.

Frequently Asked Questions

Our tax consultation fee is €120 per hour, excluding 24% VAT. The first 30 minutes of any initial consultation are free – we use this to understand your situation and confirm whether we can address the question. The typical consultation involves: a preparation phase (you send us a written summary of the situation – typically 1–2 pages), a consultation session (video call or written Q&A, 1–3 hours depending on complexity), and follow-up responses to questions arising from the consultation (included, no additional charge). For clients already on our monthly accounting package, routine tax questions that arise from day-to-day operations are answered at no additional charge – the hourly rate applies to specific, dedicated consultations on complex or novel tax questions. Written tax opinions summarising the question, analysis, and conclusion are available at an additional €100–200 on top of the consultation session time.

An EMTA audit notification (maksukontrolli algatamine) is a serious document that requires immediate professional response. Do not respond to EMTA without taking advice first. Your immediate steps: (1) do not ignore the notification – there is a response deadline, typically 15–30 days; (2) contact us immediately and share the full text of the EMTA notification; (3) do not voluntarily provide information beyond what EMTA has specifically requested – over-sharing creates additional audit scope; (4) do not destroy or alter any documents. We will assess the scope of the audit, what EMTA is examining, and whether there are any known issues in your prior bookkeeping that the audit is likely investigating. The sooner you contact us, the more options we have to prepare an effective response.

The key pre-distribution checks are: (1) Retained earnings – does the balance sheet show sufficient retained earnings (jaotamata kasum) to cover the intended distribution? If not, there is nothing to distribute. (2) Corporate income tax calculation – calculate the 22/78 tax on the net dividend amount and determine the total company cash outflow. (3) Health insurance – assess whether the applicable social tax conditions for health insurance coverage continue to be met; eligibility should not be linked automatically to payment of the statutory minimum salary. (4) Non-resident shareholders – identify the shareholder’s tax residence and assess foreign tax consequences; from 2025, Estonia generally does not impose separate withholding tax on ordinary dividend payments to non-residents. A 1-hour consultation covers all of these points and gives you a clear, compliant distribution plan.

Yes – we can represent your OÜ at all stages of the EMTA administrative process: responding to information requests, participating in audit proceedings, and submitting appeals against EMTA assessments (maksuotsuste vaidlustamine). An EMTA administrative decision may generally be challenged by filing a challenge with the Estonian Tax and Customs Board within 30 days, or by using the applicable administrative court procedure, and ultimately to the Administrative Court (Halduskohus) if the administrative process does not resolve the matter. We handle the administrative phases – if the case proceeds to court, we work with qualified legal counsel. A challenge against an EMTA administrative decision must generally be filed within 30 days from notification or service of the decision.

Need a tax consultation for your Estonian OÜ?

Book a free 30-minute consultation. We assess your situation, identify the tax questions that need answering, and quote for a detailed consultation – written opinions available on request.

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