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 or unpaid shareholdings. 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.
  • 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 valid in Estonia, Latvia, Lithuania or Belgium. 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.
  • Required minimum share capital of an OÜ is €2500. If the founders are private persons, they can defer the share capital payment, but until the share capital has been paid in full amount, the founders are personally liable for the obligations of the OÜ in the amount equal to their unpaid share capital.
  • Minimum nominal value of a share and the smallest shareholding is 1 euro cent, that is 0.01 euros.
  • 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 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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