International
Advice on matters with a connection to Estonia.
Estonia comes up for us in two very different roles: as a location for serious digital business models that use one of Europe’s most efficient administrations – and as the seat of companies and payment service providers through which fraud structures are processed. Both roles require the same approach: knowledge of the registers, the supervision and the procedures on site.
Circumstances
Clarify the context
Evidence
Preserve documents
Deadlines
Explain any urgency
Approach
Discuss the next steps
Overview
Digital administration, real regulation
Estonia has digitised administrative processes further than any other Member State. Companies can be formed within hours, registers can be queried electronically, and the e-Residency programme allows persons without residence in Estonia to run an Estonian company. For legitimate digital business models – software, platforms, SaaS – that is a considerable practical advantage, and we advise companies that wish to use it on formation, contract drafting and licence models.
The same efficiency is, however, also abused. In fraud matters we regularly encounter Estonian companies as payment recipients or as the formal operator of a platform, without any actual business activity in the country. An important distinction that is frequently blurred: e-Residency is a digital identity credential for access to administrative services. It confers no right of residence, no tax residence and no authorisation to offer financial services. Anyone who in advertising material invokes an “Estonian licence” frequently means only the register entry.
For those affected this is good news, because Estonian transparency can be used. Commercial-register data – including beneficial owners, officers and annual accounts – are electronically accessible, which enables an attribution that in other states requires burdensome information procedures. It can likewise be examined whether a provider actually holds an authorisation from the Estonian financial supervisory authority, rather than relying on its own statements. We carry out these checks at the start of a mandate, because they determine the further path.
The third area is the regulation itself. Estonian payment service providers and providers of crypto services are subject to supervision and to the European anti-money-laundering requirements; the requirements have been significantly tightened in recent years, and numerous authorisations have lapsed. That is relevant for the pursuit of assets: a regulated provider is subject to identification duties and is therefore a more promising addressee of requests than a mere registered company.
Representation in court proceedings is provided by locally admitted practitioners in each case. We coordinate the cooperation and remain your central point of contact. Whether and to what extent funds can be secured depends on the individual case and cannot be promised.
Typical points of contact
- Formation and running of an Estonian company, e-Residency
- Software, SaaS and licence contracts
- Examination of Estonian register and supervisory information
- Payments to Estonian payment service providers
- Information and protective requests to providers on site
- Data-protection and FinTech regulation
Overview
How Estonia can be involved in a mandate
The following constellations describe typical starting situations, not concrete mandates. They show the two roles in which Estonia comes up for us.
- 01
The alleged Estonian licence
A trading platform advertises with an Estonian registration and presents a register number. The number exists, but relates to a company without authorisation to provide financial services. The register entry does not replace a supervisory licence – a check with the supervisor itself clarifies that within a short time.
- 02
Payment to an Estonian payment service provider
An amount is transferred to an account at an Estonian institution and forwarded from there. Because regulated providers are subject to identification duties, there are starting points for information and protective requests. Whether funds are still present determines the prospects and cannot be promised.
- 03
The e-Residency company with its place of management abroad
An Estonian company is in fact run from Germany. Tax residence and possible permanent-establishment questions then follow not from the register entry, but from the actual place of management. An examination may be required before structures are set up.
- 04
The SaaS contract with Europe-wide use
An Estonian provider supplies software for customers in several Member States. Choice of law, limitation of liability, availability commitments and the data-protection allocation of roles between controller and processor need to be clarified.
Frequently asked questions
What clients with a connection to Estonia frequently ask
The answers set out the framework. What applies in your case depends on the facts and on the status of the provider involved.
Practice areas and specialisms
How we assist in matters with a connection to Estonia
We provide the following services regardless of the state concerned. Which of them will hold in your case is only apparent from the facts.
- Cross-border litigationCoordinating parallel proceedings in several countries, objections to jurisdiction, taking evidence abroad and working with professionals admitted locally.
- International contract draftingChoice of law, jurisdiction and arbitration clauses, delivery terms and standard terms and conditions in cross-border business.
- Recognition & enforcementAssessing whether and how an enforceable decision can be recognised and enforced in another country, within the European judicial area and beyond.
- Jurisdiction & applicable lawAnalysis under the Brussels I bis, Rome I and Rome II Regulations, supplemented by the national conflict-of-laws rules of the countries concerned.
- Asset tracing & preservationTracing payment routes, pursuing rights to information from banks and platforms, and seeking interim relief to preserve assets.
- International fraud casesFraud, scams and cybercrime involving parties, accounts or platforms in several countries, from preserving evidence to enforcing claims.
- Companies & group structuresShareholdings, liability issues and directors’ responsibilities in companies based or operating abroad.
- Legal assistance & coordination with authoritiesWorking with authorities, banks and payment service providers across borders, including requests for information and reporting channels.
After your enquiry
How we work across national borders
The sequence is comparable in cross-border mandates. In matters with a connection to Estonia, the register and supervisory check regularly comes first.
- 01
Clarify the facts and jurisdiction
We establish the sequence of events, the people and companies involved and the countries concerned. This identifies the courts that may have jurisdiction and the law likely to apply.
- 02
Set the strategy and sequence
Where several forums are available, the order of action often affects the outcome. We assess where to act first and which steps can usefully proceed in parallel.
- 03
Proceed in the countries concerned
Representation in court is undertaken by professionals admitted locally. We coordinate that work and remain your central point of contact.
- 04
Pursue recovery and enforcement
A judgment is only as useful as its enforceability. We assess at an early stage where assets are located and which enforcement routes the circumstances allow.
Contact
Describe your matter
An enquiry does not establish a client relationship or responsibility for monitoring deadlines. If a deadline is approaching, do not rely on this form alone.
- General information. The legal assessment depends on the circumstances of each case.