Private limited company (OÜ) (Private company with limited liability). Analogue of the Private Joint Stock Company

Registration procedure.

The registration procedure consists of only three stages:

1. Checking the company name, filing an application for registration in the Commercial Register and depositing the initial capital (less than one day)

   The entrepreneur can check the proposed names on the Internet at www.rik.ee. The law provides that the name of the company must be clearly distinguishable. The fastest and easiest way to register a company is electronically on the e-Business Register portal (https://ettevotjaportaal.rik.ee). In this case, the registration costs are 145 Euros (for accelerated registration 190 Euros). However, electronic registration on the e-Business Register portal is only possible if:

   • all persons related to the institution (members of the board, founders, etc.) have the opportunity to sign documents on creation in electronic form (have an ID-card or mobile-ID, as well as software for electronic signing of documents);
   • OÜ is created without an immediate contribution to the authorized capital (only possible if the capital is up to EUR 25,000, and all founders are individuals) or from a monetary contribution made electronically during the preparation of the application on the e-Business Register portal.

   In other cases, it is necessary to use registration through a notary. When registering through a notary, you must provide the following documents:

   • Memorandum of association;
   • Charter;
   • Statement;
   • Contact Information;
   • Bank confirmation of the payment of the authorized capital (if applicable);
   • Confirmation of payment of the state fee.

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2. Registration with the National Tax Administration of Estonia as a VAT payer (3 days)

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3. Registration of employees in the Employment Register (less than one day, simultaneously with the procedures mentioned above)

   On July 1, 2014, amendments to the Taxation Law came into force, establishing the maintenance of the Employment Register, in which all natural and legal persons are required to register employees with the Tax and Customs Board. From now on, employers are not required to submit data on employees to the Estonian Social Insurance Board. Such registration also takes place in electronic form online and does not take much time. Estonia has a compulsory health insurance system, according to which employers are required to pay a social contribution (a source of health insurance income) for their employees. The social contribution rate is 33% of the tax base. This tax must be paid by the tenth day of the month following the tax period, and the corresponding tax return must be filed with the local tax and customs department of the place of residence or location of social tax payers by the same date.

   Upon completion of the company registration process, the founder receives the following documents:

   • Company charter
   • B-card (extract from the register confirming the registration of the company)
   • Seal

Requirements to the authorized capital and shares

• Minimum authorized capital EUR 2 500;
• Each shareholder has one share, and each EUR 1 share usually gives one vote at a meeting of shareholders, unless the articles of association provide otherwise;
• Shares may be registered with the Estonian Central Securities Register (CRZR) if desired. If the shares are not registered with the CRCB, the share register is kept by the company;
• Transactions on the transfer and pledge of shares must be notarized if the shares are not registered with the CSD.