In this article we will illustrate the main differences between account opening in standard banks (credit institutions) and Fintechs. This is certainly the TOP question that everyone creating a company in Estonia has.

For the sake of this article it is important to say that by Fintechs we understand financial institutions that are opening IBAN accounts for their customers and are not considered as credit institutions. For example, TransferWise (or Wise now), Paysera, Revolut Payments (before switching to the banking license in Lithuania). By “standard” banks we understand institutions that are operating under banking license and are defined as a credit institution – for example – Swedbank, SEB, Luminor, JP Morgan Chase. etc. There are several differences between Electronic Money Institutions / Payment Service Providers and Credit Institutions. This article will illustrate the main differences that could be important for business owners when opening accounts in these institutions. 

1. Safety

The most popular difference between Fintechs and Credit Institutions is assumption that Fintechs do not protect their customers’ money. 

According to the EU regulations (Directive 2014/49/EU) credit institutions are required to protect money of their customers by a so called Deposit Guarantee Scheme. According to the EU rules Deposit guarantee schemes: 

  1. protect depositors’ savings by guaranteeing deposits of up to €100,000; 
  2. help prevent the mass withdrawal of deposits in the case of bank failure, which can create financial instability. 

The logical question here is why does standard banks protect customers’ funds, but Fintechs don’t? Answer is quite simple. The main reason for protecting customers’ money for standard banks is that they are operating with it. Standard banks make profit by lending customers’ money and therefore they are required to insure it up to a certain amount in case if something goes wrong. 

According to EU Regulations, licensed Payment Service Providers are required to store the money of their customers separate from their own operating money (Directive (EU) 2015/2366, Article 10.1). The main reason is that customers’ money can’t be used for Fintech’s operating needs. Basically, if Fintech will go under and won’t be able to pay salaries to their employees, Fintech won’t be able to use customers’ funds to finance their own operations. 

Conclusion from a safety point of view is that there is a reason why standard banks have to participate in Deposit Guarantee Schemes and Fintech’s don’t. That reason is that standard banks are using customers’ funds to make profit and therefore they must apply a certain insurance for that. In a situation if Fintech will become insolvent and will be forced to close down its operations, the customers won’t lose their funds, because they will be kept separate from the funds of the Fintech. Technically this means that your funds in Fintechs are insured for the whole amount while in credit institutions they would be insured for up to EUR 100.000. 

However, another important aspect that should be mentioned here is what happens if the credit institution where Fintech stores customers’ money becomes insolvent? Theoretically Fintech customers should be able to apply for Deposit Guarantee Scheme for the insured amount in the credit institution. However, this has never happened before and there is no precedent on what would happen with funds of Fintechs’ customers if Tier-1 credit institution would become insolvent. 

2. Ability to open an account (remotely)

This point in fact could be even more important than the 1st one, because it all comes down to whether or not a customer is able to open a bank account in a standard credit institution in Estonia. 

As a general rule all Estonian credit institutions are requiring a local connection with Estonia for companies willing to open business accounts with them. Local connection could be one or several of the following:

  • Employees in Estonia;
  • Physical office in Estonia;
  • Several business partners in Estonia. In most cases accountant and legal service provision company won’t cut it;

Additionally to physical connection to Estonia, most of the credit institutions in Estonia will require a personal visit of the Ultimate Beneficial Owner for identification purposes before opening an account. All the documents and account opening forms customers will be able to fill in remotely, but for the last step – Identification – customers will have to physically arrive in the bank. This is the situation on February 4, 2021. Hopefully remote ID will soon be possible for credit institutions in Estonia as well. 

All Fintechs that are opening corporate accounts are opening accounts remotely. None of fintechs has the requirement of physical connection to Estonia, however most of them will ask for a proof showing that your company operates in Estonia. As proof you can use invoice for a certain service (utility bill) or a tax certificate showing the registered address of your company. 

3. Legal aspects (share capital contribution, tax payments, etc.)

According to the Commercial Code of Estonia § 520 (4) share capital of the company can be contributed from the account that is opened in credit or payment institutions within EEA. Therefore, it means that the share capital can be contributed also from Fintechs that are registered in EEA. 

In order to increase the share capital via Company Registration Portal online, it is necessary to submit digitally signed statement in Estonian showing that the company has received the share capital to its account. Obviously it is unreasonable to expect that all Payment Service Providers registered within EEA are able to issue digitally signed statements in Estonian. Therefore, it would be important to make sure that the Fintech where you are opening an account is able to issue at least digitally signed statements. This would mean that you would have to translate it with a sworn translator in Estonia for approximately EUR 50.00. However, there are several Fintechs that are operating in Estonia and are able to issue digitally signed statements in Estonian (Transferwise, Paysera) which are valid to be submitted immediately to the Company Registration Portal. 

All Estonian credit institutions (standard banks) are able to automatically issue such statements at no extra cost.

4. Other aspects to be considered when choosing Fintech vs Standard Bank

Fee comparison is an important aspect when you choose your financial service provider. By default Fintechs are known to be cheaper than the standard banks, especially when it comes down to international transfers which are important for e-Resident Estonian companies. 

International vs SEPA payments. Several Fintechs are able to provide IBANs only for SEPA transfers. This means that for all international payments customers will have to use IBAN of the payment institution by showing the payment institution as the beneficiary of the transactions. While this shouldn’t be a big issue for companies that are working within the EU, this can get uncomfortable for companies engaging in international transfers. Our recommendation for companies working with international customers is to open accounts with payment service providers who are able to provide you with international transfer options (Transferwise, Revolut Business). 

All standard banks in Estonia are able to provide international transfer options by applying additional transfer fees. 

Loans for business. None of the Fintechs will be able to issue a loan for your business. Therefore, if this is important to you, then you should open an account with credit institutions. 

CONCLUSION

For non-resident Estonian company owners our recommendation is to start their business with a payment account in Fintech. As we showed in this article, your funds will be safe and you will save some time and money which you would spend while going through the account opening process in standard banks. 

Starting from February, 2023 new redaction of Estonian Commercial Code is in force.

This article will summarise the most significant changes in the Commercial Code of Estonia and explain how these changes will affect new company registration in Estonia and how they will affect already registered companies in Estonia.

1. MINIMUM SHARE CAPITAL IN ESTONIA EUR 0.01

    This makes company registration in Estonia even easier than before. Until now, when registering a company in Estonia, the minimum share capital for limited liability companies was EUR 2500.00. It is useful to outline here that the share capital is not a state fee – these are assets of the company that owners of the company can use for their business after registering the company.

    From 01.02.2023 the owners of the company will have the ability to choose the minimal share capital of the company according to their own business projections. For example, some businesses may need EUR 25.000 to start their operations, while other businesses may start with EUR 100.00.

    2. SIMPLIFIED PROOF OF SHARE CAPITAL CONTRIBUTION.

    Companies with share capital up to EUR 50.000 will no longer have to present a digitally signed bank statement showing that the share capital is contributed. It will be sufficient if the owner of the company will state that the share capital has been contributed.

    This change will decrease the bureaucratic burden and will speed up the company registration process. The biggest benefactors from this particular change will be companies that wish to create a subsidiaries in Estonia. Until now, when creating a subsidiary, it was required to contribute the share capital in full which caused delays in company registration, because it took some time to open an initial account, then contribute the share capital, obtain a statement that the share capital has been contributed and then register the statement with the Business Registry.

    3. LEGAL ADDRESS CHANGES.

    The new changes in the Commercial Code will distinguish the legal address and the address of the contact person of the company. Until now, for the companies that have a legal contact person in Estonia, the address of the legal contact person was considered the address of thee company itself. With the new changes, the legal address of the company will be the address where the company can be reached for the official correspondence purposes.

    WHAT DOES IT MEAN FOR EXISTING ESTONIAN COMPANIES?

    The most significant changes that will affect the existing companies is the share capital decrease and the legal address change.

    The companies that have the share capital of EUR 2500.00 and have fully contributed the share capital, can choose to decrease the share capital and withdraw EUR 2499.99 (or any other relevant amount, depending on the size of the share capital) to the account of the owner. To do that, the company needs to draft the Shareholders Resolution for share capital decrease and amend the Articles of Association. The new share capital has to be registered in the Business Registry accordingly. It is important to note that the company must inform the accountant about decrease of the share capital, as it will affect the total amount of assets.

    If the company has registered share capital of EUR 2500.00, but haven’t contributed the share capital, then it has to follow the existing procedure to decrease it. According to the Commercial Code of Estonia, the company can increase / decrease the share capital only if it is contributed in full. Therefore, if it hasn’t been done, the owner of the company first needs to contribute it and only then decrease / increase it.

    The change of the legal address is more “cosmetic” than practical and one off the goals of this change was to create more clarity with the exisintg definition of “place of the management board”. The companies that are already registered in Estonia, will have to choose which legal address to state in the Registry. The new address (if applicable) has to be entered until April, 2023.

    CONCLUSION

    It will be easier to create companies in Estonia. Considering the pace of business in 21st century, the meaning of the “minimum share capital” has changed quite a lot over the years. Just like we have mentioned it above, some companies can start their business with EUR 100.00 while others with EUR 50.000.

    Until now, the private person shareholders could register the companies in Estonia with minimum share capital of EUR 2500.00, but choose not to contribute it. Therefore, this automatically defeats the argument that there should be some filter / limit that basically states that only someone with EUR 2500.00 on their account should create a company. The Status Quo in Estonia didn’t have this filter until now anyway. The most significant change is that finally the authorities have recognised this as well and by removing the minimum share capital requirement will speed up the company registration process.