Companies in Estonia

The price for a turnkey private limited company (OÜ) includes:
- the turnkey private limited company with a share capital of 2,500 euros;
- the state fee for changing the Management Board, the address and optionally also the name of the company;
- the notary fee for a share purchase-sale contract (in case of a notarised transaction);
- optionally a notarised letter of authorisation enabling to start business activities immediately after formalising the purchase-sale in a notary’s office (to enter into contracts, to open/change/terminate/dispose a bank account, etc.). The notary fee for the letter of authority is 60 €;
- the preparing of all required documents and the submitting of those documents to competent authorities;
- consultations related to the transaction.

Pursuant to the Commercial Code in force in Estonia, a private limited company has a share capital which is divided into private limited company shares. A shareholder is not personally liable for the business association’s obligations; the private limited company is liable for its obligations in the extent of its full assets.

The minimum amount of share capital is 2,500 euros. A contribution into the share capital can be monetary or non-monetary. Non-monetary contributions are assessed by the Management Board. Since 01.01.2011, a private limited company can be founded without share capital. In that case the shareholder is liable for the part not contributed, to the extent of the shareholder’s full assets. Also, various payments to shareholders e.g. dividends, etc. cannot be made in that case.

Shareholders adopt decisions in a shareholders’ meeting. Regular shareholders’ meetings are held no later than within 6 months after the end of every financial year.

The everyday activity of a private limited company is organised by its Management Board. The Management Board has one (the Director) or several Members. Since 01.01.2011, there are no more requirements for place of residence of Management Board Members. Still, a private limited company where half its Management Board Members have a place of residence outside the European Economic Area or Switzerland must appoint a competent person to receive the company’s documents.