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Private Limited Company (OÜ) in Estonia
2025 Guide
A private limited company (Estonian: osaühing, abbreviated OÜ) is the most popular business form in Estonia. It is a legal entity with share capital divided into shares, and it is liable for its obligations with all of its assets. Importantly, shareholders are not personally liable for the company’s debts.
Capital Requirements
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Minimum share capital: €2,500
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Minimum nominal value per share: €1
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If all founders are natural persons and capital is under €25,000, the payment of capital may be deferred.
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Until the full contribution is paid, founders are personally liable for the unpaid portion.
Management Structure
Management Board
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Mandatory for every OÜ
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Must have at least one natural person with full active legal capacity
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Board members do not need to be shareholders
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The board directs and represents the company
Supervisory Board (Optional)
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Not required by law
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May be included if provided for in the Articles of Association
Residency and Local Contact Requirements
If more than 50% of the management board members do not reside permanently in Estonia, the company must:
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Appoint a local contact person and provide an Estonian address
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Foreign shareholders must also provide a residential and email address to the Commercial Register
Auditing Requirements
An auditor is mandatory if the OÜ exceeds certain thresholds, such as:
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Annual turnover
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Total assets (balance sheet)
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Average number of employees
The Articles of Association may also require an auditor even if the thresholds are not met.
Other Legal Business Forms in Estonia
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Public Limited Company (AS)
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General Partnership (TÜ)
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Limited Partnership (UÜ)
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Commercial Association (ühistu)
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Sole Proprietor (FIE) – for individuals