An Estonian holding company is an OÜ or AS that holds shares in operating companies, intellectual property and the group’s assets, thereby separating ownership from licensed operating activities. For crypto and iGaming projects, this structure achieves two objectives at once: it isolates the regulatory risk of the licensed operating company from the group’s assets and allows profits to be reinvested without immediate taxation — Estonia taxes profits only upon distribution, whilst incoming dividends from subsidiaries are exempt under the participation exemption rule for holdings of 10 per cent or more.
We set up turnkey holding structures: we design the configuration to suit your model (crypto under MiCA, iGaming, multi-jurisdictional group), register the holding and operating companies, establish substance and manage the group’s accounts — in line with licensing requirements. You receive not a collection of disparate companies, but a functioning ownership structure that is acceptable to banks, investors and regulators.
| Topic | Practical explanation |
|---|---|
| Legal form | OÜ (private limited company) or AS (public limited company) as a holding company |
| Income tax | 0% on undistributed and reinvested profits; 22/78 on the distribution of dividends |
| Participation exemption | Incoming dividends are exempt where there is a holding of ≥10% in a subsidiary (EU/EEA/Switzerland; elsewhere, subject to taxation abroad) |
| Withholding tax on dividends | 0% — WHT on dividends abolished from 2025 |
| Defence tax 2026 | A new 2% tax on corporate profits from 1 January 2026 — but profits from subsidiaries and foreign permanent establishments are deducted from the tax base |
| Ownership | 100% foreign ownership; shareholders may be individuals or legal entities from any country |
| Minimum share capital | OÜ – from €0.01; AS – €25,000 |
| Advantages of directive income | Access to the EU Parent-Subsidiary Directive and to approximately 60 double taxation agreements |
| Suitable for | Crypto (MiCA/CASP), iGaming, IT/IP holding companies, investment structures, groups of companies |
If you have any questions, our managers are always on hand and ready to help! If you’re not sure whether your project requires a holding company or whether a single company would suffice — simply submit an enquiry, and our specialists will analyse your business model free of charge.
A single company that simultaneously holds a licence, conducts operations and owns assets is vulnerable: regulatory action against its operational activities jeopardises everything, including IP and accumulated profits. A holding company separates these layers:
The core of the Estonian holding company model is the tax exemption on incoming dividends (participation exemption). The mechanism works as follows: if an Estonian holding company holds a stake of at least 10 per cent in a subsidiary, it may distribute the dividends received from that subsidiary without being subject to corporation tax.
Exemption conditions depending on the type of subsidiary:
Additionally: withholding tax on dividends in Estonia is 0 per cent (WHT will be abolished entirely from 2025), therefore distributions from an Estonian holding company to non-resident ultimate beneficial owners are not subject to Estonian withholding tax. If the shareholding in a foreign company is less than 10 per cent (for example, portfolio investments in publicly traded shares), the participation exemption does not apply, but the foreign withholding tax credit method is available — this is a separate scenario which we assess.
Yes — 100% foreign ownership is permitted; the holding company’s shareholders may be individuals or legal entities from any country. The structural requirements depend on whether the group carries out any licensed activities:
A key practical point for non-residents: a holding company with no substantive operations (an ‘empty’ shell company) is vulnerable to both tax and banking claims. We structure the entity with sufficient substance to withstand scrutiny.
A holding structure rarely exists in isolation: it comprises licensed operating companies, and the entire group requires coordinated accounting, reporting and compliance. When the structuring, licensing and accounting for the group are handled by a single licensed provider, the regulator and the bank see a consistent picture — and you do not have to coordinate several contractors, each of whom understands only their own part of the structure.
Estonia does not have a specific ‘holding company regime’ as some jurisdictions do, but its general tax model – deferred corporation tax plus dividend exemption – makes the country one of the most efficient locations for holding companies in the EU. Let’s take a look at how it works in practice.
Current tax landscape for the holding company in 2026:
| Tax | How it applies to the holding company |
|---|---|
| Corporate Income Tax (CIT) | 0% on undistributed/reinvested profits; 22/78 when dividends are distributed to ultimate owners |
| Participation exemption | Incoming dividends from subsidiaries are exempt where the shareholding is ≥10% (conditions depend on the subsidiary’s jurisdiction) |
| Withholding tax (WHT) on dividends | 0% — abolished from 2025; distributions to non-residents are not subject to Estonian withholding tax |
| Defence tax (from 1 January 2026) | A new 2% tax on the annual profits of legal entities; profits from subsidiaries and foreign permanent establishments are deducted from the tax base |
We would like to highlight separately the new 2 per cent defence tax, introduced on 1 January 2026: it is calculated on the company’s annual profit, but profit derived from subsidiaries and foreign permanent establishments is deducted from the tax base — meaning the impact on a properly structured holding company is minimal. This is a recent change that many competitors’ materials have not yet taken into account; we factor it into our structural calculations.
| Expense item | Amount |
|---|---|
| Authorised capital of an OÜ | From €0.01 (AS — €25,000) |
| State registration fee | €265 per legal entity |
| Turnkey structuring and registration | From €1,500 |
| Registered address + contact person | €280 per year per legal entity |
| Group accounting | From €300 per month (depending on the number of companies and transaction volume) |
We provide an accurate quote once the structure has been designed: the cost depends on the number of legal entities, whether any licensed activities are involved, and the required substance.
Registration of each legal entity — 1–5 working days (via e-Residency) or 5–10 days by power of attorney. Structure design — usually 1–2 weeks, depending on the complexity of the group and the number of jurisdictions. If the structure includes a licensed operating company, the overall timeframe is determined by the licensing process (crypto/financial licence – from several months); the holding company structure itself can be registered in parallel with preparations for the licence.
For crypto projects, the holding company serves a specific purpose: the operating company obtains a CASP licence under the MiCA regulations and bears the full regulatory burden, whilst the holding company holds treasury tokens, the protocol’s IP, the brand and equity stakes — separately from the licensed scope. This protects assets in the event of regulatory changes (and crypto regulation changes rapidly) and simplifies the process of raising investment for the holding company without affecting the licence. The licence itself is obtained via the crypto licence page; here, we are responsible for the ownership structure surrounding it.
iGaming is a regulated and reputation-sensitive sector where the separation of layers is particularly important: the gaming licence (Estonian or foreign), the payment infrastructure, platform IP and ownership are typically spread across different legal entities under an umbrella Estonian holding company. The Estonian holding company acts here as a tax-efficient centre for ownership and consolidation of the group’s profits, as well as a transparent structure for investors. We design the specific configuration (which activities in which jurisdiction, and where the holding company is located) to suit your licensing strategy.
Tell us about your assets, your business’s geographical reach and your investors — within 24 hours, we’ll set up a working holding company structure that’s ready to meet banking KYC requirements, regulatory standards and raise capital.
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