Cookie disclaimer

The site uses cookies to offer you a better browsing experience. Find out more about  how we use cookies and how you can change your settings.

Ok

Share Capital in Estonia 

Share-Capital.png

1. What is the required minimum share capital in Estonia?

Similar to almost every country in the world, the lowest required capital amount varies by the type of enterprise you are planning to establish - the same goes for the minimum share capital for companies in Estonia. When talking about the minimum share capital in general, there are companies that can be founded with zero starting capital and companies that must be founded with at least 25,000€ and go through an audit.

So, the brief answer is that the required minimum share capital in Estonia is variable. Below, we will go over private limited and public limited companies, as they are the two most common legal entities to be founded with starting capital.

(To find out more about the types of companies in Estonia, please click here)

1.1 Private limited company

Private limited company is the most popular form of incorporation in Estonia and the entire founding process of it is very easy. Naturally, a question arises with the minimum required shared capital and its payment. Generally, the minimum share capital for an OÜ company is 2,500€, but it is even possible to establish one without initially paying the share capital. In this case, there will remain a notation in the Business Register that your private limited company was founded without contributions.

Note that when you establish a company with non-monetary funds, you must do it at a notary and immediately proceed with the share capital contribution. This can be bypassed by starting with a monetary contribution and altering the statues later to allow non-monetary funds, which cannot be done in the Business Register during the creation of your enterprise.

If the share capital is not paid

Recently, establishing private limited companies without initial share capital contribution has been quite popular, but it has its own limitations, especially if you are thinking about building an enterprise that will have a bright future from the beginning.

For example, if the shareholders wish to increase/decrease their company’s share capital value, Estonian Commercial Code requires the full contribution of the initial share capital amount, which is stated in the foundation documents.

However, it is quite important for the company’s looks and shareholders that the payment is made at some point. It is important as it helps the establishment look reliable to local and foreign partners and enables shareholders to make dividend payments. You can look share capital as money that is in reserve and that you can use for unexpected outlays and coverage for debts. Without the share capital contribution, the private limited liability company’s shareholders are personally liable up to the share capital amount. The share capital can be taken as a warranty by the government and your business partners.

1.2 Public limited company

As public limited companies are a little more complex in their structure, founding process, and needs, it is only logical that the minimum share capital is higher than of other companies, too. To create an Estonian public limited liability enterprise, the founders must contribute at least 25,000€.

Note that we will not be specifically going over the process of share capital registration for public companies in Estonia, as they require slightly different measures and are not so popular among our clients. However, you might find some similarities to the process within this article. In case you would like to get more information about it, please feel free to reach out to us at advisory@incorporate.ee.

2. How to register share capital for an OÜ?

Before we get into the details of making the share capital payment for your Estonian company and how to register it, it is important for you to that the payment can be monetary or non-monetary. However, most founders choose to pay for their shares with money. If that is the case, the payment and registration process is rather simple and clear. The process for a non-monetary contribution is more complex and versatile.

2.1 Monetary contribution

If you wish to contribute monetary share capital, all you need to do is to transfer the funds to a bank start-up account, to the register’s deposit account, or to your enterprise’s official bank account.

In case you wish to make a payment to a bank’s start-up account, it must be done at one of the Estonian banks that the Business Register offers. Here you must keep in mind because of the local KYC (know your customer) rules, you must visit the bank to open an account. While making a payment to the register’s deposit account does not require a visit anywhere. In this case, you have one year to apply for a payment to the company’s official account within the EEA area.

Now, this is one aspect that most of our clients and people that we have advised are most confused about. People have naturally been led to think that share capital cannot be legally contributed if your business does not have an Estonian bank account. Luckily, this is not true - it can be done at a European Economic Area bank or payment institution. (Please click here to learn more about obtaining a bank account for your Estonian business)

2.1.1 Get a digitally signed bank statement

Once you have made the payment to your company’s bank account, you must ask for a signed certificate from your bank that acts as proof of payment. In case you have an Estonian bank account, the process is a bit easier than you can most likely get a digitally signed statement from the bank.

If you have chosen to have a foreign bank account, you must get a paper certificate with a physical signature by the bank’s representative. After that you must get your document translated by a sworn translator for it to be accepted by the Business Register.

2.2. Non-monetary contribution

As mentioned before, non-monetary share capital contributions for Estonian companies are also a possibility, but they are not so common. Non-monetary share capital can, for example, be some resources, immovables, machines, equipment or even cryptocurrency. Also, an assessment of the value of the assets is required before it can be presented to the Business Register during the registration process. All non-monetary contributions can be made by making a contract between the parties, however, if the assets are immovable, the contract must be notarised.

If the share capital contribution is at least 25,000€ and a non-monetary asset is valued over 1/10th of the total share capital, it must be verified by an auditor. Also, if you want to make a payment with at least 25,000€ and where at least half of it comprises different non-monetary funds, the sufficiency of the assets must be determined by an auditor.

If you initially deferred the contribution or stated that you will use monetary funds at the time you created the company, you must apply for an alteration of the statues to transfer non-monetary assets.

2.2.1 Payment of share capital with Bitcoin and Altcoins

In our modern society, where the possibilities of using blockchain technology in business and everyday life continue to grow, there has also risen the option to start a business using cryptocurrency. Namely, you can now use Bitcoin or Altcoin, or any other non-traditional currency (that is tradable in the market and can be exchanged into fiat currency), as a non-monetary contribution.

Upon the incorporation, the company’s future management board must evaluate the monetary value of the cryptocurrency and present relevant proof to the Business Register. To prove the sufficiency of the cryptocurrency’s value for share capital. Simply a screenshot of the daily exchange rate of the currency from a trusted cryptocurrency exchange website is sufficient.

2.3 Enter Company Registration Portal

The next thing you need to do is to confirm the payment in the Estonian Business Register, where you also will start to present your annual reports. This is also the database through which the Estonian Tax and Customs Board will be notified about your contribution and get information about your bank account for future tax purposes.

Currently, there are many options that you can use to log in. If you are an Estonian e-Resident, you can use the e-Residency card to gain access. If you are an Estonian resident, you can use the local ID-card. Also, ID-cards from Latvia, Belgium, Lithuania and Finland are accepted by the Business Register. (In case you wish to get more information about e-Residency, please click here)

2.4 Start the petition for an entry

Basically, anyone who is related to the company can start the petition for an entry within the Company Registration Portal and upload the documents. Once you started the petition, you must deselect the box “establishment without contribution” and proceed with uploading the documents.

Here is an example list of documents that you must upload to the Business Register regarding the entry:

Monetary funds Non-monetary funds
  • Signed bank certificate (if from a foreign bank, must be physically signed and translated)
  • A contract for transferring non-monetary funds.
  • The management board’s assessment of the value of the assets if the value is below 25,000€. If more than that, it must be verified by an auditor.
  • In case of immovable assets, an extract from the Land Register is required. In case of movable assets that are subjects to registration (e.g., a car) an extract from the corresponding register is required.

(The document formats that are accepted by the Business Register are RTF, PDF, ODF, DOC, DOCX, DDOC, BDOC, JPG, XLS, XLSX, and all encrypted documents (e.g., CDOC) must be decrypted prior to uploading into the system)

2.5 Sign the entry, pay the state fee, and submit the petition

Once you have uploaded all necessary documents that are related to your case, a member of the company’s management with representation rights must sign the petition on the company’s behalf. After that you must pay the relatively low state fee of 18€ and submit the application to the register.

Incorporate in Estonia helps with all your business needs

Our expertise and experience with corporate services in Estonia is extensive and diverse - our professional advisors are used setting up and working with complicated business structures that are built for success every day.

In case you have any doubts about starting your business in Estonia or need help with share capital contribution – we are here for you! For more information, please visit our services page or reach out to us directly!