2023 Investment Climate Statements: Estonia

Policies Towards Foreign Direct Investment

Estonia is open to FDI and foreign investors are treated on an equal footing with local investors. The government is preparing to implement a FDI screening mechanism to adhere to the EU Foreign Investment Screening Regulation , which created an information-sharing mechanism and allows Member States and the European Commission to comment on planned foreign investments in other Member States. The Estonian Parliament adopted the Foreign Investment Reliability Assessment Act in January 2023. With the legislation’s entry into force September 1, 2023, Estonia will screen both direct and indirect investments made by non-EU investors in strategically important and sensitive sectors in Estonia. The full text of the legislation is available here: https://www.riigikogu.ee/tegevus/eelnoud/eelnou/a37b7d26-d0b7-44a1-8325-b15d3d424b5f/V%C3%A4lisinvesteeringu%20usaldusv%C3%A4%C3%A4rsuse%20hindamise%20seadus 

The Estonian Investment Agency (EIA), a part of Enterprise Estonia, is a government agency promoting foreign investments in Estonia and assisting international companies in finding business opportunities in Estonia. EIA offers comprehensive, one-stop investment consultancy services, free of charge. The agency’s goal is to increase awareness of business opportunities in Estonia and promote the image of Estonia as an attractive country for investments. More info: http://www.investinestonia.com/en/estonian-investment-agency/about-the-agency 

Limits on Foreign Control and Right to Private Ownership and Establishment

Other than FDI limitations mentioned in the Foreign Investment Reliability Assessment Act, Estonia does not limit foreign ownership. Licenses are required for foreign investors to enter 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 are routine and non-discriminatory.

As a member of the EU, the Government of Estonia maintains liberal policies to attract investment and export-oriented companies. Creating favorable conditions for FDI and openness to foreign trade has been the foundation of Estonia’s economic strategy. Existing requirements are not intended to restrict foreign ownership but rather to regulate it and establish clear ownership responsibilities.

Other Investment Policy Reviews

Since becoming a member of the EU, Estonia is included in World Trade Organization (WTO) Trade Policy Reviews (TPRs) of the EU/EC. The fourteenth review of the trade policies and practices of the European Union took place in February 2020. Full report available here: wto.org/english/tratop_e/tpr_e/tp495_e.htm  

Business Facilitation

The World Bank’s Ease of Doing Business report ranks Estonia in 18th place out of 190 countries on the ease of Starting a Business. Economic freedom, ease of doing business, per capita investments, low national debt, euro zone membership, and low corruption scores – all these factors play a role in fostering a good climate for business facilitation.

In Estonia, there are two ways to register a business:

• Electronic registration (takes between 5 minutes and 1 business day) via the e-Commercial Register’s e-Business Register: https://ariregister.rik.ee/eng ;

• Through a notary (takes 2-3 business days).

More info on registering a business entity is available through the Estonian national portal: https://www.eesti.ee/en/doing-business/establishing-a-company/comparison-of-each-form-of-business/ 

Since 2014, all natural and legal employers are required to register the persons employed by them with the Estonian Tax and Customs Board. The company must register itself as a value-added taxpayer if the taxable turnover of the company, excluding imports of goods, exceeds EUR 40,000 as calculated from the beginning of the calendar year.

There are certain areas of activity (including construction, electrical works, fire safety, financial services, security services, etc.) in which business operation requires an additional registration in the Register of Economic Activities (MTR). This can be done after registration of the company in the Commercial Register: https://ariregister.rik.ee/eng 

Outward Investment

Estonia does not restrict domestic investors from investing abroad nor does it promote outward investment. Estonian companies have invested about USD 12.7 billion abroad, mostly into EU countries. The main sectors for outward investments are services, manufacturing, real estate and financial.

Bilateral Investment and Taxation Treaties

Estonian BITs with third countries are available at the following link:
https://investmentpolicy.unctad.org/international-investment-agreements/countries/66/estonia 

A Bilateral Taxation Treaty with the United States came into force in January 2000. The United States and Estonia signed a Foreign Account Tax Compliance Act (FATCA) agreement in April 2014.

A list of agreements with the United States can be found at: https://www.riigiteataja.ee/en/search 

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. Despite these measures, due to the small size of Estonia’s commercial community, instances of favoritism are not uncommon.
Accounting, legal, and regulatory procedures are transparent and consistent with international norms. Financial statements should be prepared in accordance with either:

• accounting principles generally accepted in Estonia; or
• International Financial Reporting Standards (IFRS) as adopted by the EU.

Listed companies and financial institutions are required to prepare financial statements in accordance with IFRS as adopted by the EU.

The Estonian Generally Accepted Accounting Principles (GAAP) are written by the Estonian Accounting Standards Board (EASB). Estonian GAAP, effective since 2013, is based on IFRS for Small and Medium-sized Entities (IFRS for SMEs) with limited differences from IFRS for SMEs with regard to accounting policies as well as disclosure requirements. More info: https://investinestonia.com/business-in-estonia/establishing-company/accounting-requirements/ 

The Minister of Justice has responsibility for promoting regulatory reform. The Legislative Quality Division of the Ministry of Justice provides an oversight and coordination function for Regulatory Impact Analysis (RIA) and evaluations with regards to primary legislation. For government strategies, EU negotiations and subordinate regulations, oversight responsibilities lie within the Government Office.

The Government of Estonia has leveraged online tools to increase accessibility and transparency of regulatory policy. There is an up-to-date database of all primary and subordinate regulations ( https://www.riigiteataja.ee/en/ ) in an easily searchable format. An online information system tracks all legislative developments and includes RIAs and documents of legislative intent ( http://eelnoud.valitsus.ee/main ). Regulations are reviewed on the basis of scientific and data-driven assessments.

Estonia has an explicit whole-of-government policy for regulatory quality and has established sufficient regulatory oversight. Estonia scores the same as the United States on the World Bank`s Global Indicators of Regulatory Governance on whether governments publish or consult with public about proposed regulations: http://rulemaking.worldbank.org/en/data/explorecountries/estonia . Estonia’s widely praised e-governance solutions and other bureaucratic procedures are generally more streamlined and transparent than those of other countries in the region and are among the easiest to use globally. In addition, Estonia’s budget and debt obligations are transparent and easily accessible to the general public on the Ministry of Finance website.

Estonia adheres to EU requirements for companies’ environmental, social, and governance (ESG) disclosures. In January 2023, the EU Corporate Sustainability Reporting Directive (CSRD) entered into force, which broadens sustainability reporting requirements for large companies and publicly listed companies. The new CSRD rules will be phased in beginning with reports for large companies in financial year 2024. The directive is available here: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32022L2464 

International Regulatory Considerations

Estonia is a member of the EU. An EU regulation is a legal act of the European Union that becomes immediately enforceable as law in all member states simultaneously. Regulations can be distinguished from directives which, at least in principle, need to be transposed into national law. Regulations can be adopted by means of a variety of legislative procedures depending on their subject matter. European Standards are under the responsibility of the European Standardization Organizations (CEN, CENELEC, ETSI) and can be used to support EU legislation and policies.
Estonia has been a member of WTO since 1999. Estonia signed onto the WTO Trade Facilitation Agreement (TFA) in 2015.

Legal System and Judicial Independence

Estonia’s judiciary is independent and insulated from government influence. The legal system in Estonia is based on the Continental European civil law model and has been influenced by the German legal system. In contrast to common law countries, Estonia has detailed codifications.

Estonian law is divided into private and public law. Generally, private law consists of civil law and commercial law. Public law consists of international law, constitutional law, administrative law, criminal law, financial law and procedural law.

Estonian arbitral tribunals can decide in cases of civil matters that have not previously been settled in court. More info on the Estonian court system: https://www.riigikohus.ee/en . Arbitration is usually employed because it is faster and cheaper than court settlements. The following disputes can be settled in arbitral tribunals:

• Labor disputes;
• Lease disputes;
• Consumer complaints arguments;
• Insurance conflicts;
• Public procurement disputes;
• Commercial and industrial disputes.

Recognition of court rulings of EU Member States is regulated by EU legislation.

Laws and Regulations on Foreign Direct Investment

Estonia is part of the Continental European legal system (civil law system). The most important sources of law are legal instruments such as the Constitution, European Union law, international agreements and Acts and Regulations. Major laws affecting incoming foreign investment include the Commercial Code, Taxation Act, Income Tax Act, Value Added Tax Act, Social Tax Act, and Unemployment Insurance Payment Act. More information is available at https://www.riigiteataja.ee/en/ . An overview of the investment-related regulations can be found here: http://www.investinestonia.com/en/investment-guide/legal-framework 

Competition and Anti-Trust Laws

The Estonian Competition Authority reviews transactions for anti-competition concerns. Government review and licensing have proven to be routine and non-discriminatory.

More info on specific competition cases: https://www.konkurentsiamet.ee/en 

Expropriation and Compensation

Private property rights are observed in Estonia. The government has the right to expropriate for public interest 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. Cases of expropriation are extremely rare in Estonia, and the Embassy is not aware of any expropriation cases involving discrimination against foreign owners.

Dispute Settlement

ICSID Convention and New York Convention

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 on the Recognition and Enforcement of Foreign Arbitral Awards since 1993, meaning local courts are obliged to enforce international arbitration awards that meet certain criteria.

Investor-State Dispute Settlement

The Embassy is not aware of any claims under Estonia’s Bilateral Investment Treaty (BIT) with the United States. Investment disputes concerning U.S. or other foreign investors in Estonia are rare.

International Commercial Arbitration and Foreign Courts

The Arbitration Court of the Estonian Chamber of Commerce and Industry ( https://www.koda.ee/en/about-chamber/court-arbitration ) is a permanent arbitration court which settles disputes arising from contractual and other civil law relationships, including foreign trade and other international economic relations.

Local courts recognize and enforce foreign arbitral awards. The Embassy is not aware of any investment disputes involving SOEs.

Bankruptcy Regulations

Bankruptcy is not criminalized in Estonia. Bankruptcy procedures in Estonia fall under the regulations of Bankruptcy Act that came into force in February 1997. The Estonian Bankruptcy Act focuses on the protection of the debtors and creditors’ rights. According to the Act, bankruptcy proceedings in Estonia can be compulsory, in which case a court will decide to commence the procedures for debt collection, or voluntarily by company reorganization. Detailed information about creditor’s rights: https://www.riigiteataja.ee/en/eli/ee/Riigikogu/act/504072016002/consolide 

More info from World Bank’s Doing Business Report on Estonian ranking for ease of “resolving insolvency: https://data.worldbank.org/indicator/IC.BUS.DFRN.XQ?locations=EE 

Investment Incentives

Estonia is open for FDI and foreign investors are treated on an equal footing with local investors with respect to incentives. There are no investment incentives or government guarantees available to foreign investors.

As the green transition is one of the Government of Estonia’s main priorities, a wide range of assistance is available to all companies, including those with foreign ownership. Grants and co-financing are available for clean energy, energy efficiency, and circular economy projects. More info on assistance: https://kik.ee/en 

Foreign Trade Zones/Free Ports/Trade Facilitation

Estonia’s Customs Act permits the government to establish free trade zones. Goods in a free trade zone are considered to be outside the customs territory. Value-added tax, excise, import and export duties, as well as possible fees for customs services, do not have to be paid on goods brought into free trade zones for later re-export.

In Estonia, there are four free trade zones: Muuga port (near Tallinn), Sillamae port (northeast Estonia), Paldiski north port (northwest Estonia), and in Valga (southern Estonia). All free trade zones are open for FDI on the same terms as Estonian investments.

Performance and Data Localization Requirements

There are no specific performance requirements for foreign investments that differ from those required of domestic investments. The Estonian government does not mandate local employment or follow “forced localization,” in which foreign investors must use domestic content in goods or technology.

Estonia continues to refine its immigration policies and practices. More info on work permits, visas, residence permits in Estonia: https://www.politsei.ee/en 

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.

There are no requirements for foreign IT service providers to turn over source code and/or provide access to surveillance (e.g., backdoors into hardware and software or turning over keys for encryption) or to maintain a certain amount of data storage in Estonia. There is no general requirement to register data processing activities in Estonia. Registration is required only if the data processor handles sensitive personal data.

The EU General Data Protection Regulation (GDPR) entered into force in 2018, with the goal of harmonizing the already existing data protection laws across Europe. The Estonian Personal Data Protection Act came into force in 2019. More info: https://e-estonia.com/how-to-be-compliant-gdpr-5-steps/ 

Information on data transfer is available at: https://www.riigiteataja.ee/en/eli/523012019001/consolide  or by contacting:

Estonian Data Protection Inspectorate
39 Tatari Street, 10134
Tel: (+372) 627 4135
https://www.aki.ee/en 

Real Property

Secured interests in property are recognized and enforced. Mortgages are common for both residential and commercial property, and leasing as a means of financing is widespread and efficient.

The legal system protects and facilitates acquisition and disposition of all property rights, including land, buildings, and mortgages. Estonian land reform was mostly completed by 2011, after restitution and privatization of lands commenced in 1991. There are several complicated cases to be settled in almost every municipality, but in total, less than 4 percent of the Estonian territory (waterbodies included) lacks a clear title.

Foreign individuals and companies are allowed to acquire real estate with the permission of the local authorities. There are legal restrictions on acquiring agricultural and woodland of 10 hectares or more, and permission from the county governor is needed. Foreign individuals are not allowed to acquire land located on smaller islands, or listed territories adjacent to the Russian border.

Property may be taken from the owner without the owner`s consent only in the public interest, pursuant to a procedure provided by law, and for fair and immediate compensation. Everyone whose property has been taken from them without consent has the right to bring an action in the courts to contest the taking of the property, the compensation, or the amount of the compensation.

More info: http://www.globalpropertyguide.com/Europe/Estonia/Buying-Guide 

Intellectual Property Rights

Estonia is not listed in USTR’s Special 301 Report or in the Notorious Markets Report.

Estonia maintains a robust IPR regime. The quality of IP protection in legal structures is strong, enforcement is good, and infringements and theft are uncommon. Estonia adheres to the World Intellectual Property Organization (WIPO) Berne Convention, the Rome Convention, the Geneva Convention, and the World Trade Organization Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS). Estonian legislation fully complies with EU directives granting protection to authors, performing artists, record producers, and broadcasting organizations. Equal protection against unauthorized use is provided via international conventions and treaties to foreign and Estonian authors.

Investors should be aware that IP is protected differently in Estonia than in the United States and U.S. trademark and patent registrations will not protect IP in Estonia. Registration of patents and trademarks are on a first-in-time, first-in-right basis, so companies should consider applying for trademark and patent protection before selling products or services in the Estonian market. Intellectual property is primarily a private right, and 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.

Estonian Customs tracks and reports periodically on seizures of counterfeit goods. In 2022, the Estonian Tax and Customs Board processed 234 cases involving counterfeit goods resulting in seizures of 1470 items, primarily footwear, clothes, bags, and electronics. Most of the infringed goods were detected in mail or in courier shipments, and the volume of goods seized in each case was small.  IPR crimes are prosecuted in Estonia.

For additional information about national laws and points of contact at local IPR offices, please see WIPO’s country profiles at  http://www.wipo.int/directory/en.

Capital Markets and Portfolio Investment

Estonia is a member of the Euro zone. Estonia’s financial sector is modern and efficient. Credit is allocated on market terms and foreign investors can 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.

Certain investment services and products may be limited to U.S. persons in Estonia due to financial institutions’ response to the U.S. Dodd–Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank).

Estonian financial services market overview: https://www.fi.ee/en/marksonad/estonian-financial-services-market
 
IMF report on Estonia: https://www.imf.org/en/Publications/CR/Issues/2022/09/01/Republic-of-Estonia-2022-Article-IV-Consultation-Press-Release-Staff-Report-and-Statement-522805 

Money and Banking System

Estonia’s banking system has consolidated rapidly. The banking sector is dominated by two major commercial banks, Swedbank and SEB, both owned by Swedish banking groups. These two banks control approximately 64 percent of the financial services market. The third largest bank is the local LHV bank with 19 percent of market share. There are no state-owned commercial banks or other credit institutions.

More information on banks’ assets is available at: http://statistika.eestipank.ee/#/en/p/FINANTSSEKTOR/147/645 

The Scandinavian-dominated Estonian banking system is modern and efficient. Local and international banks in Estonia provide both domestic and international services (including internet and mobile banking) at competitive rates, as well as a full range of financial, insurance, accounting, and legal services. Estonia has a highly-advanced internet banking system: currently 98 percent of banking transactions are conducted via the internet.

The Bank of Estonia (Eesti Pank) is Estonia’s independent central bank. As Estonia is part of the Euro zone, the core tasks of the Bank are to help to define the monetary policy of the European Community and to implement the monetary policy of the European Central Bank, including the circulation of cash in Estonia. Eesti Pank is also responsible for holding and managing Estonian official foreign exchange reserves as well as supervising overall financial stability and maintaining reliable and well-functioning payment systems. Neither the Central Bank nor the government hold shares in the banking sector.

EU legislation requires Estonia to make its Anti-Money Laundering (AML) regime compliant with EU directives. Estonia has passed legislation that makes its AML regime compliant with EU legislation. After large-scale money laundering cases involving Estonian branches of Nordic banks came to light in Estonia in 2017, regulatory and government officials have taken steps to improve the AML oversight regime. The recent changes included transformation of supervisory structures and roles as well as amendment of laws governing them. Due to strict AMLregulations and bank compliance practices, it can be difficult for non-residents to open a bank account.

More information on opening a bank account for non-resident investors:
https://www.lhv.ee/en/non-residents 
https://wise.com/gb/blog/opening-a-bank-account-in-estonia 

Foreign Exchange and Remittances

Foreign Exchange Policies

Estonia has been a member of the euro currency area since 2011. There are no restrictions on currency transfers or conversion.

Remittance Policies

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 long-standing; there is no indication that they will be altered in the future. Foreign exchange is readily available for any purpose.

Sovereign Wealth Funds

There are no sovereign wealth funds or state-owned investment funds in Estonia.

Privatization Program

Estonia’s privatization program is largely complete. Only a small number of enterprises remain wholly state-owned. There have been recent discussions on the political level about the possible listing of additional SOEs, such as the Port of Tallinn and part of Eesti Energia.

Climate Issues

Estonia’s 2030 National Energy and Climate Plan (ENCP), passed in 2019, is a ten-year integrated document mandated for all European Union member states in order to ensure the EU meets its overall greenhouse gases emissions targets.

Estonia’s long-term objective is to transition to a low-carbon economy by gradually reforming the economy and energy system to be resource-efficient, productive, and environmentally friendly.

Estonia plans to reduce the use of fossil fuels and decrease CO2 emissions through energy savings in transport, agriculture, waste management, and industrial processes, in addition to utilizing small-scale heat and power cogeneration plants in regional centers. The share of renewables will be increased by converting fossil fuel boilers to use biomass, adding more renewables into electricity production and increasing use of biofuels in transport. The Government has committed to reach carbon neutrality by 2050.

UN Anticorruption Convention, OECD Convention on Combatting Bribery

The UN Anticorruption Convention entered into force in Estonia in 2010. Estonia has been a full participant in the OECD Working Group on Bribery in International Business since 2004; the underlying Convention entered into force in Estonia in 2005. The Convention obligates 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.

Resources to Report Corruption

Government agency contacts responsible for combating corruption:
+372 6123657 Central Criminal Police corruption hotline
Or e-mail: korruptsioonivihje@politsei.ee 
Transparency International in Estonia: https://www.transparency.org/en/countries/estonia