Private Limited Company (OÜ) in Estonia & How to Open It

A private limited company (OÜ) is the most popular type of business entity in Estonia due to its flexibility and minimal financial risk for shareholders. Its key advantages include:

Simple and fast registration process
No mandatory share capital requirement
No personal liability for shareholders regarding company obligations

As of 1 February 2023, Estonia no longer requires a minimum share capital for an OÜ (it can be from 0.01 EUR). Founders can decide how much capital they need, providing flexibility based on the company’s expected operations. However, if the decided share capital is less than €2,500, and the company faces bankruptcy, shareholders might be required to pay the difference up to this threshold.

Steps Before Establishing a Private Limited Company OÜ

Before setting up an OÜ, consider the following:

Business Activity: Choose a principal activity according to the EMTAK classification. Learn more
Business Name: Verify the availability of your company name in the E-Business Register. Learn more
Shareholders & Board Members: Decide on company ownership and governance.
Shareholder Contributions: Determine initial capital contributions.
Registered Office: Decide on the company’s official address. Learn more
Corporate Structure: Outline the governance framework, including management board responsibilities.

Documents Required for Establishment

To register an OÜ, the following documents are needed:

Memorandum of Association – A legally binding document signed by founders. If there is only one founder, they must sign a foundation resolution instead.
Articles of Association – A set of rules that govern the company.
Consent of Board Members – A notarized or digitally signed declaration from all board members agreeing to their roles.

If the OÜ is registered using the expedited e-commercial register procedure, document templates can be used instead of notarized versions.

Capital Contributions

Contributions to an OÜ can be monetary or non-monetary (e.g., equipment, computers, or other assets with financial value). If the share capital is €50,000 or more, proof of contribution must be submitted. Otherwise, a management board confirmation is sufficient.

Registration Process

1. Online Registration via the Commercial Register Portal

An OÜ can be registered online if:

All involved parties (founders, board members, etc.) can sign the incorporation documents digitally.
A monetary contribution is made. If exceeding €50,000, the payment must be completed during the registration process; otherwise, a board confirmation is sufficient.

Start the registration process online via the Commercial Register Portal

2. Notary-Assisted Registration

For notary-assisted registration, ensure all required documents are prepared.

Costs of Registering an OÜ

State fee for registration: €200
Online registration state fee: €265
Notary fees: Vary based on share capital and number of founders, plus applicable VAT
Additional Services: please refer to our price list

Registration Timeline

Standard processing: Up to 5 business days
Expedited processing: By the next business day

Post-Registration Requirements

After registration, additional steps may be required depending on the business scope and size:

Licensing: If operating in a regulated industry, obtain necessary permits. Check this article for further information.
VAT Registration: Required if annual turnover exceeds €40,000 (Obtain your VAT Number at Tax and Customs Board or ask help from Your accountant)
Employee Registration: Any hired employees must be registered in the employment register on their first working day.

When registering an OÜ online, VAT registration and employee registration can also be completed within the same process.

Conclusion

Setting up a Limited Liability Partnership (OÜ) in Estonia is a straightforward process with various options tailored to different business needs. Whether opting for an expedited online registration or a more traditional notary-assisted process, entrepreneurs have the flexibility to structure their company in a way that best supports their operational goals. Understanding the requirements and ensuring compliance with legal obligations are key to a smooth incorporation experience.

The source of the article is the Governmental Portal of Estonia.

At Helvetios, we specialize in assisting businesses with company registration in Estonia and beyond. Our experts are here to guide you through every step of the process, ensuring a seamless and hassle-free experience.