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 the performance of its obligations with all of its assets. This means that a shareholder is not personally liable for the obligations of the company. The share capital must be at least 2,500 euros.
If the founders are private persons and the share capital is less than 25,000 euros, they can decide whether to pay their share when establishing the company or postpone the payment. Until the whole sum has been paid, the founders are personally liable for the missing contribution. A private limited company must have a management board, which means a directing body that represents and directs the company. The management board may have one or more members that must be natural persons with active legal capacity. Board members do not have the obligation to hold shares from the company.
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.
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