Founding an OÜ is simple!
The private limited company (osaühing, OÜ) is the most common business form in Estonia.
Its advantages are:
- simple and fast registration
- flexible share capital: since February 2023 there is no fixed minimum any more (formerly 2500 euros); in theory one cent per share is enough
- the shareholders have no personal liability for the company’s obligations
Note that if the share capital is below 2500 euros, the shareholders may remain personally liable for up to 2500 euros in case of bankruptcy, which is why many founders still choose 2500 euros as the share capital.
What should you do before founding an OÜ?
Before creating the company, find answers to the following questions:
- In which field will you start operating? Choose your main activity using EMTAK, the official Estonian classification of economic activities.
- What will the business name be?
- Who are the shareholders and who are the management board members?
- How large will the shareholders’ capital contribution be?
- Where will the company’s place of business and registered address be?
- How will the company be managed?
Which documents do you need?
First of all you need the shareholders’ personal data, and the shareholders must have agreed on the points listed above.
If you register the company electronically in the e-Business Register’s company portal, you can build your articles of association on the standard template available there. Registering online requires an Estonian ID-card, mobile-ID, Smart-ID or an e-Residency digital ID.
If you register the company with the help of a notary, the notary prepares the founding application, the foundation agreement and the articles of association for you.
How do you register a new OÜ?
An OÜ can be registered electronically in the e-Business Register’s company portal, provided that:
- everyone involved in the founding (management board members, founders etc.) can sign the application and founding documents digitally;
- the company is founded either without an immediate capital contribution or with a monetary contribution made electronically during the application process.
You can also found the company through a notary. To make the process smooth, check in advance which documents are needed; notary offices also have templates of the required founding documents.
How much does founding an OÜ cost?
When registering electronically in the e-Business Register, the state fee is 265 euros (as of 2026). When founding through a notary, the state fee is 200 euros, and the notary’s fee is added to that; its exact size depends on the share capital and the number of founders, plus VAT. The state fee can later be booked as a founding expense of the new company.
The capital contribution can be monetary or non-monetary; in the latter case the contribution can be, for example, equipment, computers or other assets with a measurable monetary value. If the share capital is at least 25 000 euros and the value of a non-monetary contribution exceeds one tenth of the share capital, or if all non-monetary contributions together exceed half of the share capital, the valuation must be verified by an auditor.
How long does it take?
With electronic registration your company can be created in as little as a couple of hours; still, count on one working day. Registration through a notary takes 2–3 days.
What comes after registration?
Depending on the company’s field and size, a number of further steps follow:
- Open a bank account for the company. Without the company’s business registry code a bank account cannot be opened.
- In some cases you must notify the Labour Inspectorate when you start operating.
- If you operate in a field with special requirements, apply for an activity licence from the municipality or the relevant state authority.
- If your company’s planned annual turnover in Estonia exceeds 40 000 euros, register as a VAT payer with the Estonian Tax and Customs Board.
- If you hire employees, they must be registered with the Tax and Customs Board on the day they start work.
If you have questions, write to rmp@assistent.ee and we will be happy to answer!
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