Doing Business in Estonia

Doing Business in Estonia

Private Limited Company (OÜ) The most popular form of business in Estonia. Designed for small to medium-sized enterprises.

Key Features:

  • Liability: Shareholders’ liability is limited to their investment in the company. Personal assets are protected from business liabilities.
  • Capital Requirements: The minimum share capital is just 1 euro cent per shareholder, but practical operating capital is usually higher.
  • Management: Offers flexible management and organizational structure. The transfer of shares typically requires notarization unless the share capital exceeds 10,000 euros.
  • Suitability: Ideal for a wide range of business activities and scalable as the business grows.

 

ProsLimited liability protects personal assets. Low initial capital requirement. Flexible and suitable for various business sizes and types.

ConsMore regulatory compliance compared to simpler structures. Share transfers might involve legal formalities like notarization.

Public Limited Company (AS) Designed for larger businesses, especially those planning to raise capital through public offerings.

Key Features:

  • Liability: Shareholders’ liability is limited to their shareholdings, protecting personal assets from company debts.
  • Capital Requirements: Requires a minimum share capital of 25,000 euros.
  • Management: Shares must be registered with the Estonian Central Register of Securities, ensuring transparency and regulatory compliance.
  • Suitability: Ideal for businesses that plan to expand significantly and seek to attract substantial investment through public stock offerings.

 

ProsEnables raising capital from public investors. Limited liability for shareholders. High credibility and visibility in the market.

ConsHigh initial capital requirement. Extensive regulatory and reporting obligations.

Sole Proprietorship (FIE) The simplest form of business ownership in Estonia.

Key Features:

  • Liability: The owner has unlimited personal liability for all business debts and obligations.
  • Capital Requirements: No initial capital requirement.
  • Management: The owner has full control over the business operations and decisions.
  • Suitability: Best for individuals seeking to start a small-scale business or operate as freelancers.

 

ProsSimple and inexpensive to set up and manage. Full control over business decisions and operations.

ConsUnlimited personal liability poses significant financial risk. Unique taxation issues as business income is treated as personal income.

General Partnership (TÜ) Formed by two or more individuals who share equal responsibility for the business's operations and liabilities.

Key Features:

  • Liability: Partners are jointly and severally liable for the partnership’s debts.
  • Capital Requirements: No minimum capital requirement.
  • Management: Partners share management duties and profits equally.
  • Suitability: Suitable for small businesses where partners wish to have equal control and share profits and responsibilities.

 

ProsEasy to form with shared management responsibilities. No initial capital requirement.

ConsJoint and several liability can pose significant personal financial risk. Potential for disputes among partners.

Limited Partnership (UÜ) Combines features of both general and limited partnerships, with at least one general partner and one or more limited partners.

Key Features:

  • Liability: General partners have unlimited liability, while limited partners’ liability is restricted to their investment.
  • Capital Requirements: No specific minimum capital requirement.
  • Management: General partners manage the business, while limited partners typically invest without involving in day-to-day management.
  • Suitability: Ideal for businesses where some partners want to limit their liability while others manage the business.

 

ProsFlexibility with different levels of liability and involvement for partners. No minimum capital requirement.

ConsManagement complexity due to different liability levels. Unlimited liability for general partners.

Commercial Association (Tulundusühistu) A cooperative business structure aimed at promoting the economic interests of its members through collective activities.

Key Features:

  • Liability: Members are generally not personally liable unless specified in the association’s articles.
  • Capital Requirements: Typically requires a minimum share capital of 2,500 euros, but this can be waived if members assume personal liability.
  • Management: Managed collectively by its members, focusing on mutual benefits.
  • Suitability: Best for cooperative ventures where members share common economic interests.

 

ProsDesigned to support members' economic interests. Flexible capital requirements.

ConsActivities are limited to member-driven purposes, restricting purely profit-driven operations. Requires adherence to cooperative regulations.

Non-Profit Association (MTÜ) Tailored for organizations engaged in social, cultural, or charitable activities rather than profit-making.

Key Features:

  • Liability: Members are not personally liable for the association’s obligations.
  • Capital Requirements: No initial capital requirement.
  • Management: Focuses on non-profit activities with simple governance.
  • Suitability: Perfect for non-commercial endeavors aimed at achieving social, cultural, or community objectives.

 

ProsIdeal for entities focusing on non-profit activities. Simple to establish and manage without the need for capital.

ConsLimited to non-profit activities, restricting commercial operations. Funding can be less predictable, relying on donations and grants.

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