Private limited company (OÜ)

The private limited company (or OÜ, "osaühing" in Estonian) is the most common business entity among both Estonian residents and e-residents. View a comparison of all business entities.

An OÜ is a company in which shareholders' liability is limited to their paid shareholdings (or a minimum of €2500, if the share capital contribution is under €2500). This means that shareholders of an OÜ are not personally liable for the obligations of the OÜ. Board members can still have a personal liability if found to be responsible for wrongdoing.

Primary considerations

  • A legal address and a contact person are required to register the OÜ if the management board does not physically reside in Estonia. Both of these services can be purchased from a licensed virtual office service provider. Read more about contact person and legal address requirements. Your legal address can differ from that of your contact person if you wish to establish a separate legal address.
  • If you are planning to register a multi-shareholder company, most likely each founder will need to apply for e-Residency if they do not currently have a digital ID or mobile ID valid in Estonia, digital ID valid in Latvia or mobile ID valid in Lithuania. Read this article to understand why.
  • An OÜ must have a management board, a body to represent and manage the company. The management board may have one or several members with full or limited representation rights. All members of the board must have a digital ID supported in Estonian e-services in order to register and manage an OÜ online.
  • 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 will have to confirm you have 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.
  • The minimum nominal value of a share and the smallest shareholding is €0.01
  • In Estonia, one OÜ can do business in multiple fields of activity. You do not need to register two separate companies if you wish to be active in more than one field. When you register your company, you must indicate the planned principal activity (according to EMTAK code) that you expect to produce the most turnover in the first fiscal year. After the first fiscal year, you will need to submit an annual report demonstrating all areas of business activity based on turnover. In accordance with your annual report, public information in the Company register will be updated to reflect your highest source of turnover as your main business activity.

Registration of an OÜ

Online registration of a private limited company (OÜ) is done through the government-owned Company Registration Portal, or via the e-Business Register API service that some service providers have on their websites

Follow our step-by-step instructions to register your company.

 

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