2025 Overview
A public limited company (Estonian: aktsiaselts, abbreviated AS) may be established by one or more natural or legal persons, with or without a subscription of shares. The company’s share capital is divided into shares, which must be registered in the Estonian Central Register of Securities (Eesti Vรครคrtpaberite Keskregister โ EVK).
๐ Legal Basis: Estonian Commercial Code โ Chapter 5 (ยง 221 onwards)
Liability
The company is liable for its obligations with all of its assets. However, shareholders are not personally liable for the companyโs debts or obligations.
Capital Requirements
Minimum share capital: โฌ25,000
Minimum nominal value per share: โฌ1
All shares must be registered and dematerialized, entered in the Estonian Central Register of Securiti
Rights attached to shares belong to the person listed in the share register.
Management Structure
A public limited company must have both a Management Board and a Supervisory Board.
Management Board
Acts as the executive body, directing and representing the company.
May consist of one or more natural persons with full active legal capacity.
Board members need not be shareholders.
Supervisory Board
Responsible for strategic planning and oversight.
Cannot include members of the management board.
- There must beย at least three members
unless the Articles of Association require more.
Supervisory board members must also be natural persons with legal capacity.
Oversees and, where necessary, gives binding instructions to the management board.
- The general meetingย must be convened, and the review results must be presented
.
๐ Commercial Code โ Supervisory Board requirements (ยง 316โ321)
Foreign Shareholders and Residency Requirements
If more than 50% of board members reside outside Estonia, the company must provide a local contact address in Estonia for official communications.
Foreign shareholders must register their residential and email address with the Commercial Register.
Auditing
A public limited company is required to appoint an auditor, in accordance with the thresholds provided in the Auditors’ Activities Act.
Other Legal Business Forms in Estonia
Private limited company (Oร) โ most common and flexible legal form
General partnership (Tร)
Limited partnership (Uร)
Commercial association (รผhistu)
Sole proprietor (FIE) โ for individual entrepreneurs
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