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Set up OU in Estonia

Updated on Wednesday 24th June 2015

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The Estonian OU

 
An Estonian OU is a term used to designate a private limited liability company in this country and the abbreviation comes from the word OsaühingIt. The OU is the most popular type of company established in Estonia because they are less expensive and easier to run, and therefore make a good choice for small and medium sized businesses.
 

Establishing an Estonian OU

 
A private limited liability company in Estonia must have a unique name and must contain the legal form of the company. The founder may choose between English or an Estonian name. 
 
The minimum share capital required for establishing an Estonian OU is 2,550 EUR divided in shares owned by shareholders with a minimum value per share of 6.4 EUR. Contributions can also be made in kind and do not require an auditor assessment unless the minimum required capital is exceeded. The shareholders may also register the shares in the Estonian Central Securities Register but this procedure is not compulsory.
 
Establishing an Estonian OU implies the existence of one or several shareholders. There are no special requirements regarding the shareholders’ citizenship or residence. They are not personally liable for the company’s activities.  
 
For more information regarding the establishment of a Limited Liability company in Estonia please watch the film below.
 

Managing an Estonian OU 

 
The established Estonian OU must be run by an Estonian management board that acts as an executive and representative body. At least half the number of board members must be residents of Estonia, Switzerland or an EU country.
 
At least half of the members should have residency in Estonia or any other EU country or Switzerland. It is not required for the managers to also be shareholders and can be appointed among the employees. It is the board’s duty to organize an annual general meeting of the shareholders.
 

Verify an Estonian OU 

 
An Estonian private limited Liability Company must benefit from a supervisory board’s presence if it meets one of the following criteria:
 
the total share capital of the company is over 400,000 EEK (approx. 28,000 EUR);
the management board has less than three members;
the annual turnover exceeds 10 million EEK and there are more than ten employees in the Estonian OU;
the balance sheet is over 5 million EEK (approx. 700,000 EUR) and there are more than ten employees of the Estonian OU.
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The supervisory board’s duties are to overview the company’s activities and those of its management. The general meeting will receive the results of a review. The supervisory board must have three members unless the Articles of Association prescribe a greater number of members. A member of the supervisory board must be a natural person with active legal capacity.
 
For any other question related to how to open and conduct a limited liability company in Estonia please feel free to contact our company formation specialists. If the clients’ legal issues are not related to commercial law but other type, and require professional consultancy, they can always rely on our partners, lawyers in Estonia.
 
 

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