Estonia

Comparison of the most common legal entity types in Estonia

	Public Limited Company (“AS”)	Private Limited Company (“OÜ”)	Partnerships	Branch or representative office
Minimum authorized capital	EUR 25 000	EUR 2 500 (Please note that from January 1th, 2011 it is possible to establish a company without contribution. The decided share capital (at least 2500 EUR) may be contributed later, after the term shareholders decide in the Articles of Association.*)	None; amount of the contribution is stipulated in the partnership agreement	n/a
Founders/Members	At least 1	At least 1	At least 2	Enterprises, including foreign enterprises
Status	Legal entity	Legal entity	Legal entity	A branch is not a legal person.
Liability	Shareholders are not personally liable for the public limited company’s obligations	Partners are not personally liable for the private limited company’s obligations	In General Partnership unlimited liability for the partnership’s obligations is shared equally by the partners. In Limited Partnership at least one general partner has unlimited liability for the partnership’s obligations; at least one limited partner has limited liability to the extent of their contribution	The company is liable for the obligations arising from the activities of the branch.
Legal Address	It is necessary to indicate the legal address of the company. For your convenience we offer virtual address services for you.
Management body	The supreme management body of the public limited company is the general meeting of shareholders; a public limited company must have a management board and supervisory board	A private limited company must have a management board. The management board is a directing body of the private limited company that represents and directs the private limited company. The management board may have one member (director) or several members. A member of the management board need not be a shareholder.		A foreign company must appoint a director or directors for the branch. A director must be a natural person with active legal capacity. The residence of at least one director must be in Estonia, in a member state of EEA or in Swiss Confederation.

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How to incorporate in Estonia?

Establishment of new company in Estonia can be described in the following picture. The process might be more complicated depending on the type of activities (for example, for licensed or otherwise regulated activities) as well as in situations where the share capital is paid by in-kind contributions or it is decided to contribute later.