The Estonian Commercial Code specifies that there are five forms of business entities: private limited company, public limited company, general partnership, limited partnership or commercial association and sole proprietorship.
The most popular type of legal entity being set up by foreigners in Estonia is the so-called “Osaühing, OÜ” or private limited company.
A private limited company is a company that has its share capital divided into private limited company shares. A private limited company is liable for the performance of its obligations with all of its assets, but a shareholder is not personally liable for the obligations of the company. The minimum nominal value of a share is 1 EUR and the share capital must be a minimum of 2,500 EUR. A private limited company must have a management board – a directing body that represents and directs the private limited company. The management board must have at least one member ( must be natural person/persons with active legal capacity and without the obligation to hold shares from the company). If more than half of the board members do not permanently reside in Estonia, the company must give to the Commercial Register a contact name and address in Estonia where necessary documents can be sent. The foreign owner must give the Commercial Register his/her address and e-mail address. Although not mandated by law, a private limited company may have a supervisory board if prescribed by the Articles of Association. An auditor, who can be prescribed by law or by the Articles of Association, is mandatory when the company surpasses certain threshold values in terms of turnover, number of employees and assets value.
We offer a full package services for the incorporation of an Estonian Private Limited Company including: general consultation on the business entity and doing business in Estonia, provision of all the mandatory records and documents ( Articles of Association, agreements, application forms etc), notary and state fees, opening of a bank account.
For more information and in order to receive an offer, please contact us.
For more information about doing business in Estonia, please read here.