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A private limited company (known as osaühing or OÜ) is a company that has its share capital divided into private limited company shares. A private limited company is liable for performing its obligations with all of its assets. This means that a shareholder is not personally liable for the obligations of the company. The required minimum share capital of an OÜ is €0.01 per shareholder. Whereas previously, it was possible to defer the share capital payment, as of the 1st of February 2023, you must confirm you made the share capital contribution when registering your company. This confirmation will be made by each shareholder when registering the company through the e-Business Register. Read in detail here.
When setting up a private limited company, the founders are free to decide how much capital they need. This gives a great deal of freedom to decide on the share capital on the basis of the planned activities of the private limited company and the actual need for capital. However, the founders of a private limited company are liable for any damage caused to the company by the incorrect assessment of contributions or the start-up costs. If the amount of the share capital decided on is lower than 2,500 euros and the bankruptcy proceedings are terminated by abatement without declaring bankruptcy, the court will, at the request of the interim trustee, order the shareholder to pay an amount between the share capital of the private limited company and 2,500 euros, if the trustee fails to satisfy their claim for fees and expenses at the expense of the other assets of the debtor.
If more than half of the board members do not permanently reside in Estonia, the company must give the Commercial Register a contact name and address in Estonia. Also, the foreign owner must give the Commercial Register his/her address and e-mail address.
A private limited company may or may not have a supervisory board. An auditor is mandatory only when the company surpasses certain values in terms of turnover, number of employees, and asset value.
Read more about legal forms in Estonia.
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