Data filed in the Commercial register
1. Company name
The company’s business name may consist only of letters of the Estonian/Latin alphabet and numbers. It must also contain the word “Osaühing” or the abbreviation “OÜ”. It is likely that a short name is already registered, which means that such name is rejected by the register.
In Estonia it is not possible to get the name approval in advance. However we can find out whether or not the name you have chosen is likely to be approved. There are no second options on applications to commercial register. If a company name is not accepted then the whole filing procedure must be repeated.
2. Company registered address
3. Company registered share capital
Default & minimum share capital is 2500 EUR.
If you decide to establish a company as a private person, you may postpone payment of the share capital for two years. However during that time you will be carrying personal responsibility limited by the share capital. When you purchase a company (as most do) the share capital is usually held as cash in hand, and after the shares have been transferred the share capital is handed over to the new owner (unless you pay it into the bank account). The share capital may be used to cover the company’s costs and investments – you do not need to keep it in the form of cash.
Any legal or natural person can be the owner of an Estonian company. Generally a natural person must be at least 18 years old. Citizens of some countries might face some restrictions and higher bureaucracy being shareholders.
Each shareholder can have only one share. The nominal value of the share is equal to the share capital owned by the shareholder. The minimum nominal value of a share shall be 1 euro. If the nominal value of a share is greater than 1 euro, the nominal value shall be a multiple of one euro. A certificate shall not be issued for a share.
5. Management board (directors)
A private limited company must have a management board. The management board is the directing body of the private limited company that represents and directs the business of the company. The management board may have one member (director) or several members. A member of the management board need not be a shareholder. A member of the management board must be a natural person with active legal capacity.
If the place of residence of at least one-half of the members of the management board is not
then the company must appoint a person in Estonia who has the legal right to receive official documents from the authorities. This person will be registered in the Commercial Register.
6. Fiscal year
Default fiscal year is a calendar year. If Estonian company is subsidiary (505 or more) of another company then it must have the same fiscal year as parent company.
7. Means of communication
Each company must file an e-mail address. Any official information from the register is sent to you to the company by e-mail. It is important to have a properly working e-mail address in the register.
When the company is first registered, only one area of activities is stated, and it is not included in the articles of association or a standard registry excerpt. Other activities will be reported to the register with the company’s annual reports.
9. Articles of association
The articles of association is short and mostly contain the information required by the Commercial code. Usually KRM Advisor default version is used.