Oü registration in Estonia
The advantages of a limited company are:
Easy and quick registration
Easy and simple to get started
Simple and easy to set up Easy registration Simple and simple to set up There is no personal liability of the shareholders for the obligations of the limited liability company
Only one founding member is needed to set up a limited liability company. The founder can be a natural person from anywhere in the world or a company wishing to open a branch.
The minimum share capital is €2500 and can be in cash or in kind. If you wish to set up a limited liability company with non-monetary funds, you cannot postpone the payment until a later date.
The bank account of the company into which you will pay the share capital.
A board of directors consisting of at least one person who can be the sole shareholder of the company.
An Estonian contact person if your company is controlled and managed outside Estonia. The contact person can only be a notary public, notary’s office, lawyer, law firm, sworn auditor, auditor’s office, non-resident tax representative.
To set up a limited liability company, you first need the personal details of the shareholders, the articles of association and the memorandum and articles of association. If you register your company electronically on the e-business portal of the Business Register, you can design your Articles of Association on the basis of the standard Articles of Association available there. If you register your company with a notary, the notary will prepare the application form, the memorandum and articles of association for you.
The application for registration of a private limited liability company must be accompanied by a statement from a bank or a payment institution that a contribution in cash has been made to the share capital or, in the case of a contribution in kind, an agreement on the transfer of the contribution to the private limited liability company and documents certifying its value.
A limited liability company can be conveniently registered electronically via the e-business registration portal as long as the persons involved in the incorporation can digitally sign the documents. If this is not possible, everything can be done at a notary.
The state fee for registering a limited liability company is €200. If you want to set up a limited liability company electronically via the fast-track e-business registration portal, the fee is €265.
If you found a limited liability company at a notary's office, you will have to pay a state fee of €200 for the registration procedures, plus the notary's fees. The exact amount of the notary's fee depends on the size of the share capital and the number of founders. VAT is added to the notary's fees.
A contribution to a limited liability company can be either in cash or in kind, in the latter case the contribution to share capital is, for example, equipment, computers or other financially assessable assets. If the share capital of a limited liability company is at least EUR 25 000 and the value of the contribution in kind exceeds 1/10 of the share capital, or if all the contributions in kind of such a limited liability company amount in total to more than half of the share capital, the valuation of the contribution in kind must be verified by an auditor.
A limited liability company can be set up without a contribution of share capital if the future business does not require capital contributions. The assets of a limited liability company so formed are a claim against the shareholder, who must pay a future contribution of the amount agreed at the time of formation.
Once the application has been received, it will be examined within 5 working days and, in case of an expedited procedure, at the latest on the next working day after receipt.
Depending on the activity and size of the company, a varying number of additional steps need to be taken.
First, you need to open a bank account for the limited liability company to which the share capital of the limited liability company that you transferred to the court's deposit account or the bank's e-start account when you set up the company will be transferred. It is not possible to open a bank account without a company registration code.
If you are starting an activity subject to special requirements, you will need to apply for an authorisation or licence from the municipality or the national authority, as appropriate.
If your planned annual turnover exceeds €40 000, you must register for VAT with the Tax and Customs Board.
If you hire employees, you must register them in the employment register of the Tax and Customs Board on the day they start work.
N.B. In the e-business register, when setting up a new company, the new company can also be registered for VAT immediately and register its employees at the same time.