One or more natural or legal persons with or without a share subscription may found a public limited company and its share capital is divided into public limited company shares. A public limited company is liable for the performance of its obligations with all of its assets, but a shareholder is not personally liable for the obligations of the public limited company. The share capital must be a minimum of 25,000 EUR, and the minimum nominal value of a share should be 0.1 EUR. Shares must be registered and entered in the Estonian Central Register of Securities. The rights attached to registered shares belong to the person who is entered as the shareholder in the share register.
A public limited company must have a management board and a supervisory board. The management board is the directing body that represents and directs the public limited company. The management board may have one or several members and they must be natural persons with active legal capacity without obligation to hold any shares of the company. Members of the supervisory board must not be members of the management board. The supervisory board plans the activities and organizes the management of the public limited company, and supervises the activities of the management board. The supervisory board must hold a general meeting to present the results of a review. The supervisory board must give orders to the management board for the organization of the management of the public limited company. The supervisory board must have at least three members, unless the Articles of Association prescribe a greater number of members. A member of the supervisory board must be a natural person with active legal capacity. If more than half of the board members do not reside in Estonia, the company must give the Commercial Register a contact in Estonia where necessary documents can be sent.
The foreign owner must give the Commercial Register his/her address and e-mail address. A public limited company must have an appointed auditor.