Private Limited Company in Estonia


Objective:
Private Limited Company (OÜ) is excellent for organization in the field of small business with the number of shareholders not more than 1 – 10
Founders:
Founders may be legal persons and individuals, residents and non-residents.
Name:
Any name written in Latin alphabet.
Legal address:
Within the Republic of Estonia.
Capital:
Minimum amount of capital is 2500 EUR
Minimum number of owners:
                                 1
Shares/ participatory interests:
The smallest par value of a participatory interest is 10 EUR. If the par value of a participatory interest is above 10 EUR, then it must be the full multiple of 10 EUR. Participatory interests may be with equal or different par value. Each participant may have one participatory interest. If a participant obtains an additional participatory interest, the par value of his initial participatory interest will increase correspondingly. A participatory interest entitles its holder to participate in the management of OÜ, distribution of profit and the division of the remaining property after the dissolution of OÜ. A participatory interest can be freely transferred. In case of purchase and sale of a participatory interest the contract of purchase and sale must be notarized.  
General meeting:
Participants adopt resolutions at the meetings. The meeting of participants is convened by the management board. The management board convenes a meeting to approve the annual report and divide the profit and in other cases prescribed by the law.
 
It lays in the competence of participants to:
· amend the articles of association;
· enlarge and reduce participation capital;
· elect and call back members of the supervisory board;
· in case OÜ has no supervisory board – elect and call back members of the management board;
· appoint an auditor;
· appoint special audit;
· approve the annual report and divide profit;
· adopt resolutions about the dissolution, merger, division and reorganization of OU";
· divide a participatory interest;
· decide other matters given to the competence of the general meeting by the law.
The meeting has a quorum, if at least half of the votes represented by participatory interests will be present.
A resolution of the meeting of participants is adopted, if more than half of the votes represented at the meeting of participants are given for it. A resolution of amending the articles of association is adopted, if at least 2/3 of the votes represented at the general meeting are given for it. Participants may adopt resolutions without convening a meeting.
Supervisory board:
OÜ must have a supervisory board, if its share capital is over 25000 EUR and there are less than three members in the management board of OÜ or if so required by the articles of association of OÜ.
Management board:
The daily activities of the company are directed by the management board. A member of the management board need not be a participant. Member of the management board is elected and called back by the participants for the term up to 5 years. The minimum number of members of the management board is 1. At least half of the members of the management board must be EU permanent residents.
Shareholders/ participants:
Disbursements to participants may be paid out once a year from net profit or from the retained earnings of previous financial years. A participant is paid out part of net profit (dividend) in proportion to the value of his participatory interest.
Bookkeeping, accounting and distribution of profit:
The management board organizes the accounting in accordance with the Accounting Act. After the termination of a financial year the management board will draw the annual accounts and the operational report according to procedures established by Law.
Auditor:
Obligatory in case the capital exceeds
25000 EUR. Or if two out of three Conditions are fulfilled, namely – “net turnover, in the case of a company, or income, in the case of other accounting entities - 640 000 EUR; balance sheet total - 5 320 000 EUR; number of employees – 10”
Term of registration of a company in the register:
up to 15 days from the submission of documents to the Commercial Register.
Dissolution of an undertaking:
OÜ is dissolved by the resolution of participants, by a court resolution since it becomes inoperative or on other grounds prescribed by the law or the articles of association. Upon dissolution of OÜ its liquidation (liquidation proceeding) will take place. The liquidators of OÜ are the members of management board. A liquidator may be a capable individual. At least one of the liquidators must be a person whose place of residence is in the EU.
The transfer of an Estonian enterprise under other jurisdiction NOT ALLOWED!