Openness to Foreign Investment
As a member of the EU, the Government of Estonian (GOE) maintains liberal policies in order to attract investments that could produce exports. Foreign investors are treated on an equal footing with local investors. While the GOE’s focus in the mid-1990s was to attract foreign direct investment (FDI) into Estonia, finding new export markets for Estonian goods and services is the GOE’s current priority. Creating favorable conditions for FDI and openness to foreign trade has been the foundation of Estonia's economic strategy.
Estonia's government does not screen foreign investments, nor has it set limitations on foreign ownership. It does, however, establish requirements for certain sectors. These requirements are not intended to restrict foreign ownership but rather to regulate it and establish clear ownership responsibilities. Licenses are required for a foreign investor to become involved in the following sectors: mining, energy, gas and water supply, railroad and transport, waterways, ports, dams and other water-related structures and telecommunications and communication networks. The Estonian Financial Supervision Authority issues licenses for foreign interests seeking to invest in or establish a bank. Additionally, the Estonian Competition Authority reviews transactions for anti-competition concerns. Government review and licensing have proven to be routine and non-discriminatory.
Estonia's privatization program is now complete. Only a small number of enterprises -- the country’s main port, the power plants, the postal system, and the national lottery -- remain wholly state-owned. The GOE is a minority shareholder in Estonian Air with 34 percent of shares (SAS Group is the largest shareholder, with 49 percent). In January 2007, the government also repurchased the 66 percent of shares of the Estonian Railway which had been in the hands of private investors since 2001, claiming the need to maintain control of this key part of Estonia’s national infrastructure.
During the last decade, Estonia has been one of the leading countries in Central and Eastern Europe in terms of inward investment per capita. Some general facts concerning foreign direct investment inflows into Estonia include:
- There is a trend towards cross-border acquisitions;
- Greenfield investments are increasingly rare;
- FDI is expected to jump if Estonia meets all the Maastricht criteria by spring 2010 and adopts the euro as planned in January 2011.
Estonia by international indexes/rankings:
TI Corruption Index 2009 27
Heritage Economic Freedom 2009 13
World Bank Doing Business 2010 24
MCC Govnt Effectiveness 2008 1.1488
MCC Rule of Law 2008 1.0544
MCC Control of Corruption 2008 0.94
MCC Fiscal Policy 2008 1.28E-02
MCC Trade Policy 2009 87.48
MCC Regulatory Quality 2008 1.47
MCC Business Start Up 2009 0.99
MCC Natural Resource Mgmt 2009 98.4
More on rankings:
TI Corruption Index: http://www.transparency.org/policy_research/surveys_indices/cpi/2009/cpi_2009_table
Heritage Economic Freedom: http://www.heritage.org/index/Ranking.aspx
World Bank Doing Business: http://www.doingbusiness.org/economyrankings/
Conversion and Transfer Policies
Estonia has been under a currency board arrangement since 1992. Initially pegged to the German mark, the Estonian kroon (EEK) has been fixed to the euro at EEK 15.65 since January 1999. Estonia joined the Exchange Rate Mechanism II (ERM II) in June, 2004. Estonia is on track to join the Eurozone in early 2011.
The Estonian currency has no restrictions on its transfer or conversion. Similarly, there are no restrictions, limitations or delays involved in converting or transferring funds associated with an investment (including remittances of investment capital, earnings, loan repayments, or lease payments) into other currencies at market rates. There is no limit on dividend distributions as long as they correspond to a company's official earnings records. If a foreign company ceases to operate in Estonia, all its assets may be repatriated without restriction. These policies are all long-standing; there is no indication that they will be altered in the future. Foreign exchange is readily available for any purpose.
Private property rights are observed in Estonia. The government has the right to expropriate in the case of public interests related to policing the borders, public ports and airports, public streets and roads, supply to public water catchments, etc. Compensation is offered based on market value. Post is not aware of any expropriation cases involving discrimination against foreign owners.
Investment disputes concerning U.S. or other foreign investors and Estonia are rare. Estonia's judiciary is independent and insulated from government influence. Property rights and contracts are enforced by the courts.
Estonia’s commercial law has proven extremely effective and is often cited as one of the components of Estonia’s successful economic reforms. The Commercial Code, as a part of the overall commercial law, is consistently applied. The Obligation Law, enacted in 2002, is the basis for all commercial agreements. A Bankruptcy Act was adopted in 2004. The full text of these laws can be found at: http://www.legaltext.ee/en/. Estonia has been a member of the International Center for the Settlement of Investment Disputes (ICSID) since 1992 and a member of the New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards since 1993.
Recognition of court rulings of EU Member States is regulated by EU legislation.
The Arbitration Court of the Estonian Chamber of Commerce and Industry is a permanent arbitration court which settles disputes arising from contractual and other civil law relationships, including foreign trade and other international economic relations.
A fundamental principle of Estonia’s economic policy is equal treatment of foreign and domestic capital. No special investment incentives are available to foreign investors, nor is any favored treatment accorded them. Similarly, there are no specific performance requirements for foreign investments that differ from those required of domestic investments.
Estonia continues to refine its immigration policies and practices. U.S. citizens are exempt from the quota regulating the number of immigration and residence permits issued, as are citizens of the EU and Switzerland.
Estonia has a long-standing system of low, simple, flat-rate taxes, in particular, a 21 percent income tax. To encourage companies to expand their business, all reinvested profits are exempted from corporate income tax. However, any redistributed profits, such as dividends, are taxed at 21 percent. This tax strategy was designed to promote business and accelerate economic growth by making additional funds available for investment.
Generally, the government does not impose “offset” requirements on major procurements. There are no government imposed conditions to invest.
Right to Private Ownership and Establishment
Private ownership and entrepreneurship are respected in Estonia. In most fields of business, participation by foreign companies or individuals is unrestricted. As provided for by the Law on Foreign Investments, foreign investors have the same rights and obligations as Estonian citizens. Foreign investors may purchase buildings and land for production purposes and establish, buy, and fully own companies.
Government approval is required for foreign investment and participation in only a handful of sectors (see section A.1).
Competitive equality is the official standard applied to private enterprises in competition with public enterprises. Private companies do not face discrimination in relation to state-owned companies.
Protection of Property Rights
The legal system protects and facilitates acquisition and disposition of all property rights, including land, buildings, and mortgages. The long and complicated process of property restitution (begun when the Principles of Ownership Reform Act came into force June 20, 1991) is almost complete, including the area of non-residential real properties.
The Estonian legal system adequately protects property rights, including intellectual property, patents, copyrights, trademarks, trade secrets and industrial design. Estonia adheres to the Berne Convention, WIPO and TRIPS, the Rome Convention and the Geneva Convention on the Protection of the Rights of Producers. Estonian legislation fully complies with EU directives granting protection to authors, performing artists, record producers, and broadcasting organizations.
Protecting Your Intellectual Property in Estonia
Several general principles are important for effective management of intellectual property (“IP”) rights in Estonia. First, it is important to have an overall strategy to protect your IP. Second, IP is protected differently in Estonia than in the U.S. Third, rights, except for copyright, must be registered and enforced in Estonia under local laws. In Estonia, equal protection of copyright is provided via international conventions and treaties to foreign and Estonian authors. Your U.S. trademark and patent registrations will not protect you in Estonia. Protection against unauthorized use depends on Estonian normative regulations that adhere to international laws and directives of the European Union.
Registration of patents and trademarks is on a first-in-time, first-in-right basis, so you should consider applying for trademark and patent protection even before selling your products or services in the Estonian market. It is vital that companies understand that intellectual property is primarily a private right and that the U.S. government generally cannot enforce rights for private individuals in Estonia. It is the responsibility of the rights' holders to register, protect, and enforce their rights where relevant, retaining their own counsel and advisors. Companies may wish to seek advice from local attorneys or IP consultants who are experts in Estonian law. This list is available on the embassy website: http://estonia.usembassy.gov/local_attorneys.html.
While the U.S. Government stands ready to assist, there is little we can do if the rights’ holders have not taken these fundamental steps necessary to secure and enforce their IP in a timely fashion. Moreover, in many countries, rights holders who delay enforcing their rights under the misconception that the USG can provide a political resolution to a legal problem may find that their rights have been eroded or abrogated due to legal doctrines such as statutes of limitations, laches, estoppel, or unreasonable delay in prosecuting a law suit. In no instance should U.S. Government advice be seen as a substitute for the obligation of a rights’ holder to promptly pursue its case.
It is always advisable to conduct due diligence on potential partners. Negotiate from the position of your partner and give your partner clear incentives to honor the contract. A good partner is an important ally in protecting IP rights. Consider carefully, however, whether to permit your partner to register your IP rights on your behalf. Doing so may create a risk that your partner will list itself as the IP owner and fail to transfer the rights should the partnership end. Keep an eye on your cost structure and reduce the margins (and the incentive) of would-be bad actors. Projects and sales in Estonia require constant attention. Work with legal counsel familiar with Estonian laws to create a solid contract that includes non-compete clauses and confidentiality/non-disclosure provisions.
It is also recommended that small and medium-size companies understand the importance of working together with trade associations and organizations to support efforts to protect IP and stop counterfeiting.
A wealth of information on protecting IP is freely available to U.S. rights holders. Some excellent resources for companies regarding intellectual property include the following:
Transparency of the Regulatory System
The Government of Estonia has set transparent policies and effective laws to foster competition and establish "clear rules of the game." However, due to the small size of Estonia's commercial community, instances of favoritism are not uncommon despite regulations and procedures designed to limit them.
Tax, labor, health and safety laws and policies have been crafted to encourage investment. They appear to have been successful, given the relatively high level of foreign direct investment per capita.
All proposed laws and regulations are published for public comment on the website: http://eoigus.just.ee/.
Also, the public can comment on draft laws and propose changes to the government regulations at: www.osale.ee.
Estonia’s bureaucratic procedures are generally far more streamlined and transparent than those of other countries in the region and are among the most streamlined and transparent in the EU.
International institutions and organizations give Estonia’s economic policies high marks. The U.S.-based Wall Street Journal/Heritage Foundation’s 2009 Index of Economic Freedom ranked Estonia 13th in the world. The index is a composite of scores in monetary policy, banking and finance, black markets, wages and prices. Estonia scores highly on this scale for investment freedom, fiscal freedom, financial freedom, property rights, business freedom, and monetary freedom.
Efficient Capital Markets and Portfolio Investment
Estonia's financial sector is modern and efficient. Government and Central Bank policies facilitate the free flow of financial resources, thereby supporting the flow of resources in the product and factor markets. Credit is allocated on market terms and foreign investors are able to obtain credit on the local market. The private sector has access to an expanding range of credit instruments similar in variety to those offered by banks in Estonia's Nordic neighbors Finland and Sweden.
Legal, regulatory, and accounting systems are transparent and consistent with international norms.
The Security Market Law complies with EU requirements and enables EU securities brokerage firms to deal in the market without establishing a local subsidiary. The NASDAQ OMX stock exchanges in Tallinn, Riga and Vilnius form the Baltic Market, which facilitates cross-border trading and attracting more investments to the region. This includes sharing the same trading system and harmonizing rules and market practices, all with the aim of reducing the costs of cross-border trading in the Baltic region.
Estonia's banking system has consolidated rapidly. Total assets of the commercial banks were approximately USD 30 billion at the end of 2009. Two Swedish-owned banks (Swedbank and SEB) control over 70 percent of the market. More information is available at: http://www.pangaliit.ee/eng/Info/.
The Scandinavian-owned Estonian banking system is modern and efficient, encompassing the strongest and best-regulated banks in the region. These provide both domestic and international services (including internet and telephone banking) at very competitive rates. Both local and international firms provide a full range of financial, insurance, accounting, and legal services. Estonia has a highly advanced internet banking system: more than 87 percent of internet users make their everyday transactions via internet banking. In Estonia over 71 percent of the population between the ages of 16-74 uses the internet.
The Central Bank and the government hold no shares in the banking sector.
In 2001, the Estonian government created a consolidated Financial Supervisory Authority (FSA) under the auspices of the Central Bank. The FSA conducts financial supervision independently on behalf of the state and has a separate budget. The FSA was established to enhance the stability, reliability, transparency, and efficiency of the financial sector, to reduce system risks, and to prevent the use of the financial sector for criminal purposes.
Takeovers in Estonia are regulated by the EU Takeover Directive 2004/25/EC. More information is available at: http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:32004L0025:EN:HTML.
Competition from State Owned Enterprises
Only a small number of enterprises -- the country’s main port, the power plants, the postal system, railway and the national lottery -- are state-owned (SOEs). Public enterprises operate on the same legal bases as private enterprises without any advantages.
Each of the SOEs' management reports to an independent supervisory board consisting of government officials, politically-affiliated individuals and also prominent members of the business community.
There are several sovereign wealth funds (SWFs) in Estonia. They have similar corporate governance to SOEs.
Both SOEs and SWFs are required to publish their annual reports (usually available on the internet also in English) and submit their books for independent audit.
Corporate Social Responsibility (CSR)
The majority of OECD Guidelines for Multinational Enterprises are incorporated into Estonian legislation. 2005 saw the start of a non-profit organization, Responsible Business Forum in Estonia, with an aim of furthering CSR in Estonian society. Responsible Business Forum in Estonia is a partner in the CSR360 Global Partner Network. CSR360 (www.csr360gpn.org) is a network of independent organizations, who work as the interface of business and society to mobilize business for good.
In 2008, the Tallinn City Council began its Responsible Business Award competition to recognize entrepreneurs' social and environmental innovation and entrepreneurship.
Civil unrest generally is not a problem in Estonia and there have been no incidents of terrorism. Large public gatherings and demonstrations may occur on occasion in response to political issues, but these have proceeded, with few exceptions, without incident in the past.
Estonia has laws, regulations, and penalties to combat corruption and, while corruption is not unknown, it has generally not been a major problem faced by foreign investors. However, foreign companies have found it difficult to become part of the local commercial community because many Estonian executives have known one another since childhood and often help one another out in ways that make it difficult for outsiders to compete effectively.
Both offering and taking bribes are criminal offenses which can bring imprisonment of up to five years. While “payments” that exceed the services rendered are not unknown, and “conflict of interest” is not a well-understood issue, surveys of American and other non-Estonian businesses have shown the issues of corruption and/or protection rackets are not a major concern for these companies. In 2009 Transparency International (TI) ranked Estonia 27th out of 180 countries on its Corruption Perceptions Index. The Estonian Ministry of Justice invited TI to take a lead role in the drafting of the country’s new anti-corruption strategy
In 2004, the GOE instituted the “Honest State” program, an anti-corruption platform which included specific policies to reduce the risk of corruption in government. These included auditing local governments (widely seen as the greatest source of corruption in Estonia), requiring public servants to file electronic declarations of their economic interests, setting up a National Ethics Council, increasing the number of specialized investigators and prosecutors who focus on corruption, and setting up an anonymous hotline for people to report corruption cases. The principles of the “Honest State” program continue to be an embedded part of GOE best practices.
The Security Police Board has shown its capacity to deal with corruption offences and criminal misconduct, leading to the conviction of several high-ranking state officials. Estonia co-operates in fighting corruption at the international level and is a member of GRECO (Group of States Against Corruption). Many European countries are parties to either the Council of Europe (CoE) Criminal Law Convention on Corruption, the Civil Law Convention, or both. The Criminal Law Convention requires criminalization of a wide range of national and transnational conduct, including bribery, money-laundering, and account offenses. It also incorporates provisions on liability of legal persons and witness protection. The Civil Law Convention includes provisions on compensation for damage relating to corrupt acts, whistleblower protection, and validity of contracts, inter alia. GRECO was established in 1999 by the CoE to monitor compliance with these and related anti-corruption standards. Currently, GRECO comprises 46 member states (45 European countries and the United States). As of December 2009, the Criminal Law Convention had 42 parties and the Civil Law Convention had 34 (see www.coe.int/greco.)
Estonia began as a full participant in the OECD Working Group on Bribery in International Business Transactions (the Working Group) in June 2004, and deposited its instruments of accession on November 23, 2004. The Convention entered into force in Estonia on January 22, 2005. The Convention obligates the Parties to criminalize bribery of foreign public officials in the conduct of international business. The United States meets its international obligations under the OECD Anti-bribery Convention through the U.S. Foreign Corrupt Practices Act.
It is important for U.S. companies, irrespective of their size, to assess the business climate in the relevant market in which they will be operating or investing, and to have an effective compliance program or measures to prevent and detect corruption, including foreign bribery. U.S. individuals and firms operating or investing in foreign markets should take the time to become familiar with the relevant anticorruption laws of both the foreign country and the United States in order to properly comply with them, and where appropriate, they should seek the advice of legal counsel.
U.S. Foreign Corrupt Practices Act: In 1977, the United States enacted the Foreign Corrupt Practices Act (FCPA), which makes it unlawful for a U.S. person, and certain foreign issuers of securities, to make a corrupt payment to foreign public officials for the purpose of obtaining or retaining business for or with, or directing business to, any person. The FCPA also applies to foreign firms and persons who take any act in furtherance of such a corrupt payment while in the United States. For more detailed information on the FCPA, see the FCPA Lay-Person’s Guide at: http://www.justice.gov/criminal/fraud/docs/dojdocb.html.
UN Convention: The UN Anticorruption Convention entered into force on December 14, 2005, and there are 143 parties to it as of December 2009 (see http://www.unodc.org/unodc/en/treaties/CAC/signatories.html). The UN Convention requires countries to establish criminal and other offences to cover a wide range of acts of corruption. The UN Convention goes beyond previous anticorruption instruments, covering a broad range of issues ranging from basic forms of corruption such as bribery and solicitation, embezzlement and trading in influence, to the concealment and laundering of the proceeds of corruption.
Estonia’s signing of the UN Anticorruption Convention is currently on the Estonian Parliament agenda and has passed the first reading.
Local Laws: U.S. firms should familiarize themselves with local anticorruption laws, and, where appropriate, seek legal counsel. While the U.S. Department of State cannot provide legal advice on local laws, the embassies can provide assistance with navigating the host country’s legal system and obtaining a list of local legal counsel. The embassy can also provide services that may assist U.S. companies in conducting their due diligence as part of the company’s overarching compliance program when choosing business partners or agents overseas. For more information, go to: http://estonia.usembassy.gov/polecon/companies/us-companies.html.
The Departments of Commerce and State provide worldwide support for qualified U.S. companies bidding on foreign government contracts through the Commerce Department’s Advocacy Center and State’s Office of Commercial and Business Affairs. Problems, including alleged corruption by foreign governments or competitors, encountered by U.S. companies in seeking such foreign business opportunities can be brought to the attention of appropriate U.S. government officials, including local embassy personnel and through the Department of Commerce Trade Compliance Center “Report A Trade Barrier” website at: tcc.export.gov/Report_a_Barrier/index.asp.
Some useful resources for individuals and companies regarding combating corruption in global markets include the following:
Bilateral Investment Agreements
Estonia has investment promotion and protection agreements with the Belgium-Luxembourg Economic Union, China, Czech Republic, Denmark, Finland, Greece, Israel, Italy, Latvia, Lithuania, Netherlands, Norway, Poland, Spain, Sweden, Switzerland, Turkey, Ukraine, UK and the United States. A Bilateral Taxation Treaty with the U.S. came into force on January 1, 2000.
Estonia joined the Exchange Rate Mechanism II on June 28, 2004. The Estonian kroon is fixed against the euro at 1 EUR = 15.65 EEK. The Estonian banking and financial sector are judged generally stable, though they have endured stresses during the global credit crisis which began in 2008.
Estonia is working diligently to meet all the Maastricht criteria by spring 2010 in order to be invited to join the euro-zone on January 1, 2011. There are no indications that the proposed exchange rate of the Estonian kroon to euro would differ from the current fixed rate.
Estonia has a very small population - only 1.34 million people. The average monthly Estonian salary at the end of 2009 was about USD 1,100. The world economic crisis and contracting domestic economy have also brought a decrease in salaries (about -4.5 percent in 2009) and an increase in unemployment (2009 estimate around 15 percent).
The influence of trade unions, which tend to take a cooperative approach to industrial relations, is increasing. Estonia adheres to ILO Conventions protecting workers’ rights.
With an aging population and a negative birth rate, Estonia, like many other countries of Central and Eastern Europe, faces serious demographic challenges affecting its long term supply of labor. Improving labor efficiency is a key focus for Estonia in the short-to-mid term.
According to the Customs Act, free zones can be established on the customs territory by order of the government. Goods in a free zone are considered as being outside the customs territory, for the purposes of import and export duties. As a rule, customs procedures are not applied to goods in a free zone. In free zones, VAT and excise duties (as well as possible fees for customs services) do not have to be paid on goods brought in for later re-export.
In Estonia, there are free zones at the Muuga port (near Tallinn), the Sillamae port (northeast Estonia), and in Valga (southern Estonia). All free zones are open for FDI.
The main supervisory authority responsible for monitoring the movement of goods in or out of free zones is the Estonian Tax and Customs Board (governed by the Ministry of Finance). There are ID requirements for companies and individuals using the zone. The U.S. Department of Homeland Security (Coast Guard) has inspected Estonia’s ports and determined that the Republic of Estonia has substantially implemented the International Ship and Port Facility Security (ISPS) Code at all facilities visited.
Foreign Direct Investment Statistics
According to the Bank of Estonia (see the link below), by the end of Q3 2009, the cumulative stock of FDI amounted to USD 15.6 billion. Roughly 30 percent of FDI has been invested into financial intermediation and the same amount in real estate, renting and business activities. Manufacturing is in third place with 15.5 percent of total FDI. Wholesale and retail trade has attracted 11.4 percent of the foreign direct investment stock.
Scandinavian countries are the largest foreign direct investors in Estonia. Sweden has 37 percent of the total, followed by Finland with 25 percent, and the Netherlands with 9 percent. The United States accounts for 1.7 percent of foreign direct investment stock (10th overall). The inward FDI stock in Estonia is about 78 percent of GDP.
In Q3 2009, Estonian DI abroad was about 73 billion EEK, which is about 7 billion USD.
For the value of inward and outward FDI (position, stock, and flows in recent years by the commodity group, as well as country of origin) please go to:
The ten largest FDI companies in Estonia in terms of total investment and influence on the Estonian economy are:
SEB Pank AS
Foreign Shareholder: SEB AB
Country of origin: Sweden
Sector of operation: banking
Foreign Shareholder: Swedbank
Country of origin: Sweden
Sector of operation: banking
Eesti Telekom AS
Foreign Shareholder: TeliaSonera AB
Country of origin: Sweden
Sector of operation: telecommunications
Foreign Shareholder: The ABB Group
Country of origin: Switzerland
Sector of operation: power and automation technologies
Ericsson Eesti AS
Foreign Shareholder: Ericsson
Country of origin: Sweden
Sector of operation: telecommunications equipment
Skype Technologies OU
Foreign Shareholder: Skype Technologies S.A.
Country of origin: Luxembourg
Sector of operation: telecommunication
Foreign Shareholder: Stockmann
Country of origin: Finland
Sector of operation: retail
Genovique Specialties AS
Foreign Shareholder: Genovique Specialties Holdings
Country of origin: USA
Sector of operation: chemicals
Balti Spoon AS
Foreign Shareholder: Mohring Group of Companies,
Country of origin: USA
Sector of operation: veneer
Estonian Cell AS
Foreign Shareholder: Heinzel Group
Country of origin: Austria
Sector of operation: pulp mill