Estonia LLC

Private limited liability company (OÜ)

Equity capital when establishing a private limited liability company, the minimum share capital is EUR 2500. The share capital contribution may be done by three different ways:

  • monetary contribution (100% in cash). Disadvantage is your “money frozen” for 1 week.
  • 100% non-monetary contribution. A non-monetary contribution may be a whatsoever property or pecuniary right appraisable in money and transferable to the public limited company to which a claim may be subjected. Appraisal by an auditor is required.
  • more than one-half (EUR 1251) in cash and the remaining (EUR 1249) by a non-monetary contribution. In such a case no auditor’s appraisal is required.

The private limited liability company in Estonia may not sell its shares to public.

Founder – one or more persons can be the founder/s or shareholder/s of a private limited liability company and they can be both natural persons and legal entities. The founder may be a resident or non-resident of the Republic of Estonia.

Incorporation documents shall be signed before a notary. All founders and Board members are required to be present.

Status – a private limited liability company is considered a legal entity.

Liability – the founder/s or shareholder/s of a private limited liability company is not personally liable for the obligations of the company. The shareholder/s of company is liable for the company's debts and obligations to the extent of each one's contribution. A private limited liability company is liable for the performance of its obligations with all of its assets.

Management body – a company must have a management board which is a directing body of the private limited company that represents and directs the private limited company. The board consists of one or more directors; directors can be only natural persons. A member of the management board need not be a shareholder. At least 50% of board members of the management board must be residents of the European Union, Switzerland, Norway, Iceland or Liechtenstein.

A private limited company must have a supervisory board, if the share capital is greater than EUR 25,000 the management board has less than three members, or if prescribed by the articles of association of the private limited company.

Accounting - monthly accounting is necessary in case the company has a VAT ID or regular salary payments. Otherwise it is sufficient to submit annual reports once a year, within 6 months after the end of the fiscal year at the latest.

Audit - always be required if the registered share capital exceeds EUR 25 000, otherwise it is required if any two of the below conditions are met:

  • annual turnover exceeds about EUR 650 000;
  • balance sheet total exceeds EUR 330 000;
  • number of employees is 10 or more.

If you have questions about different type of entities in Estonia, do not hesitate to contact us.