Electronic Finance OÜ - e-Residency Advisory Hub

Electronic Finance OÜ - e-Residency Advisory Hub Your ultimate online platform for Estonian company creation with e-Residency. www.efinance.ee

Two EU VAT rules can make your platform the supplier — and they work differently.Article 9a applies to e-services. Defau...
10/06/2026

Two EU VAT rules can make your platform the supplier — and they work differently.

Article 9a applies to e-services. Default position: your platform is the supplier. To rebut it, the underlying provider must be named in the contract and on the invoice, AND your platform must not authorise the payment, authorise the delivery, or set the terms. Any one of those three triggers — you are the supplier, on the full transaction value, not your commission.

Article 28 is broader — any service supplied in your own name on behalf of another. No presumption. The question is whether you act as principal in name while the substance belongs to someone else. Reseller, white-label, commissionaire — these are Article 28 patterns.

The error: treating them as interchangeable. 9a is narrower but presumes against you. 28 is broader but starts neutral.

More on platform VAT structure on our blog → https://efinance.ee/article?slug=supplier-intermediary-platform-eu-vat

In an EU VAT audit of a marketplace, what decides whether the platform owes VAT on the full transaction or only its marg...
01/06/2026

In an EU VAT audit of a marketplace, what decides whether the platform owes VAT on the full transaction or only its margin is rarely the vendor agreement. It is the Stripe setup.

Article 9a tests two functions in how a sale actually runs: who authorises the charge to the customer, and who sets the price. If the marketplace’s account receives the customer’s payment before splitting it to vendors, the marketplace authorises the charge. If the platform’s pricing engine produced the number the customer saw, the platform sets the price. Either function in the platform’s hands makes the platform the supplier under EU VAT — regardless of what the vendor agreement says.

The implication does not stop at the current quarter. Prior OSS filings get reassessed on the full transaction value, not on the retained commission. The pass-through with underlying vendors creates a mismatch a standard accountant has no reason to look for.

The diagnostic is mechanical: walk through one real sale on your platform. Whose merchant account first receives the customer’s payment? Whose pricing logic produced the price they saw? Either answer pointing to the platform is the gap.

The question worth answering is which of those answers is actually true for your platform — before an audit answers it.

Full breakdown → https://efinance.ee/article?slug=supplier-intermediary-platform-eu-vat

Registering an Estonian OÜ takes an afternoon. Deciding whether it is the right structure — and how it has to be built —...
31/05/2026

Registering an Estonian OÜ takes an afternoon. Deciding whether it is the right structure — and how it has to be built — is the part that has to happen first.

If you manage the company day-to-day from another country, then place-of-effective-management rules in that country are relevant before you register, not after.

If you sell to EU consumers, then where your OSS VAT registration sits is a structural decision, not an administrative one — and it depends on which entity is the supplier of record.

If you already hold a US or other entity, then the Estonian OÜ is one entity inside a structure, and the split of revenue, contracts and cap table between them is the actual design work.

If none of these are true for you — a single founder, EU-based, selling EU-to-EU — the setup is genuinely simple.

The registration form is the same either way. What differs is everything decided before it is opened.

A founder ends the year with retained profit in the company and no plan to take it out yet.In a Delaware C-corp, that pr...
29/05/2026

A founder ends the year with retained profit in the company and no plan to take it out yet.

In a Delaware C-corp, that profit is taxed when the year closes — whether it is distributed, reinvested, or simply left in the account.

In an Estonian OÜ, the same profit is taxed at 0% for as long as it stays in the company. Corporate income tax — 22% — applies only when profit is distributed as a dividend. Retain it, put it back into hiring or product, and the tax event has not happened.

This is not a loophole. It is the design of the Estonian system: tax follows the decision to distribute, not the calendar.

For a founder reinvesting to grow, the difference is not a percentage on a return. It is whether the company keeps its own capital working — or hands a slice of it to a tax authority before any decision has been made about what that money is for.

Adding an Estonian OÜ to a Delaware structure doesn’t change what the product is. It changes which entity each piece of ...
27/05/2026

Adding an Estonian OÜ to a Delaware structure doesn’t change what the product is. It changes which entity each piece of the business runs through.
The Delaware C-corp keeps doing what it was built for — US revenue, US investors, IP, the cap table. The Estonian OÜ takes over the EU operating side: EU contracts terminate there, OSS VAT files from there, EU revenue lands there.

Revenue stops being one blended number. It splits by where each contract terminates — Delaware for US customers, OÜ for EU. The Delaware story you sold investors doesn’t get rewritten; it gets a sibling.

What stays simple is the product. What gets more involved is the operational backbone — two entities, two compliance calendars, two banking relationships, transfer pricing between them. There is no shortcut around the second set of books.

Whether the overhead is worth it depends on how much EU revenue is in play and how often EU customers are blocking on the supplier entity. Below a certain volume, the friction of running two structures outweighs the friction of one US structure pushing into Europe. Above it, the OÜ stops being optional.

Before you register an Estonian OÜ, three questions decide whether the structure holds — and registering before you answ...
25/05/2026

Before you register an Estonian OÜ, three questions decide whether the structure holds — and registering before you answer them is the most common reason a clean setup later turns into a correction.

Where do you personally manage the company from? If you direct it day-to-day from Germany, Poland or anywhere else, that country can treat the OÜ as its own tax resident under place-of-effective-management rules — regardless of the Estonian registration.

Where are your customers, and where does revenue land? EU consumer sales pull VAT obligations to the customer’s country. The OSS scheme handles that in one registration — but only if the registration sits on the entity that is actually the supplier.

Does your country of residence tax companies you control? Controlled-foreign-company rules at home can attribute the OÜ’s profit to you personally, before any dividend is paid.

Estonia keeps 0% on retained profit and 22% on distribution. That advantage only survives if the three answers above line up. The structure is decided before registration — not corrected after it.

This is one of the most common and most misunderstood situations. The Estonian OÜ is registered correctly. But Germany h...
18/04/2026

This is one of the most common and most misunderstood situations. The Estonian OÜ is registered correctly. But Germany has POEM rules — if the founder manages the company from Germany, Germany may treat the company as a German tax resident. This does not mean Estonian OÜ is wrong — it means the operational setup needs to reflect reality. eFinance identifies this at the structural onboarding, before registration.

Estonia and Ukraine have a double taxation treaty. It covers corporate profits and dividends — in specific ways. What it...
14/04/2026

Estonia and Ukraine have a double taxation treaty. It covers corporate profits and dividends — in specific ways. What it does not cover: the situation where the founder has relocated to Germany or Poland but still operates the Estonian OÜ as if nothing changed. The treaty applies to where you actually are — not where you used to be. eFinance reviews this at onboarding and structures the setup for the real situation.

DM: EUSTRUCTURE

Delaware: VC-ready, US investors, US cap table, US market. Estonian OÜ: EU revenue, EU VAT, EU banking, EU contracts. Th...
10/04/2026

Delaware: VC-ready, US investors, US cap table, US market. Estonian OÜ: EU revenue, EU VAT, EU banking, EU contracts. The two entities serve different functions. The mistake is treating one as redundant — or combining what should be separated. eFinance builds this structure at registration, not as a correction later.

A founder with a US entity starts selling to EU clients. Revenue flows into Delaware. But EU VAT obligations sit where t...
08/04/2026

A founder with a US entity starts selling to EU clients. Revenue flows into Delaware. But EU VAT obligations sit where the customer is, not where the company is. An Estonian OÜ as EU operating entity separates EU revenue, handles OSS, and gives EU clients a local entity they trust. eFinance structures this from day one — before the first EU invoice.

DM “EUSTRUCTURE” and we’ll help you set up the right EU structure before your first invoice.

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