A private limited company (Osaühing) is the most common entity type in Estonia. A company has its share capital (in Estonian: osakapital) divided into private limited company shares (in Estonian: osad). A shareholder is not personally liable for the obligations of the company. A private limited company is liable for the performance of its obligations with all of its assets. The share capital must be a minimum of EUR 2,500. The minimum nominal value of a share is 1 EUR. If the founders are private persons and the share capital is less than EUR 25,000 then the founders can decide that the contribution must not be paid upon the establishing of the company. Until the whole sum has been paid, the founders are personally liable for the obligations of the company within the amount of the missing contribution.
The actual registration process of a company in Estonia consists of depositing foundation deeds, minutes of the meeting of incorporation and the bank certificate stating the share capital. The procedure takes around 7-14 working days.
The whole process of Estonian company incorporation performed by an Estonian law firm takes around two working weeks. After the registration, you should hire an accountant.
|Entity type and suffix:||OÜ / Limited liability partnership, LLP (AS / PLC registration also available)|
|Shareholders/Founders:||at least 1 person or legal entity, foreign entities accepted|
|– Documents||Copy of I.D. document of a founding partner(s)|
|Directors/Board members:||at least 1 natural person, non-resident directors accepted + Authorized contact person in Estonia in case all board members are living abroad|
|– Documents||Copy of I.D. document of a person to be registered as a director|
|Share Capital:||The minimum share capital requirement is EUR 2.500€|
|Residency:||All nationals accepted|
|Corporate tax:||20% (Tax prepayment registration mandatory if business will be domestic)|
|VAT:||Maybe liable to pay a VAT rate of 20%|
|Annual financial report:||Yes|
|Registration address:||Yes (in Estonia)|
|A Company bank account:||Start account is required before company registration|
|Free zone registration:||Not available|
|Other:||In accordance with Commercial Code of the Republic of Estonia, as from 15.01.2018, all entities with no Estonian residents in their Management board are required to appoint the Contact person (a person competent to receive procedural documents).
As per the law, only a Notary, Attorney, Certified Public Accountant, Tax Representative or licensed provider of corporate services can serve as the Contact person.The contact person bears the responsibility for receiving procedural and other documents from administration bodies of Estonia, and also for sending these documents to address. Data concerning the competent person is entered on the registry card of the company. The address of the contact person shall be considered as the company‘s address in that case.
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