An Estonian private limited company (osaühing, OÜ) can be registered with share capital as low as 1 euro cent, a single management board member and a registered address that the founder never visits. Those are the main Estonia company requirements for most founders, and they have been stable since the fixed 2,500 euro minimum capital was abolished on 1 February 2023. This article covers what the Commercial Code and the Business Register expect from an OÜ: share capital, management board, registered address and contact person, then the ongoing duties around beneficial owners and the annual report.
How Much Share Capital Does an Estonian Company Need?
Estonia minimum share capital
Before 1 February 2023, an OÜ needed at least 2,500 euros of share capital. The Commercial Code amendment that took effect on that date removed the fixed floor, so the founders now choose the amount. According to the Business Register's own guidance for establishing an OÜ, the minimum is 0.01 euro where there is one shareholder, and each shareholder's share must be at least 0.01 euro. A company with two founders therefore needs at least 0.02 euro in total.
Capital of one cent is legally possible, but it is rarely sensible. Banks, payment providers and counterparties read the figure as a signal, and a company that plans to hire, lease or take a loan usually sets capital in the hundreds or thousands of euros. Estonian law also ties dividends and loss rules to the equity of the company, so very thin capital can create problems later.
How and when the capital is paid
The founders must pay for their shares before the registration application is submitted. For capital up to 50,000 euros the payment can be made outside the registration portal, the management board confirms it in the application, and no proof of payment is attached. For capital above 50,000 euros the money goes into a deposit account and the bank or payment institution confirms it to the registrar. The 50,000 euro threshold was part of the same 2023 amendment.
For example, an e-resident from Portugal who founds a one-person OÜ with 1,000 euros of capital transfers that amount to a bank account, ticks the confirmation in the e-Business Register and signs the application digitally, without uploading a bank statement.
Management Board Rules for an Estonian OÜ
Who can sit on the board
Every OÜ must have a management board, and the registration application requires the board members and founders to be entered by name and personal identification number. A board can consist of one member. Under the Commercial Code, only a natural person with active legal capacity can be a board member, and a person subject to a court-ordered ban on acting as a board member or running a business cannot be entered in the register. The articles of association may add further restrictions, for instance requiring two members to act jointly.
The founder does not have to be the board member and the board member does not have to be a shareholder. Many e-resident companies are set up with the same person as sole shareholder and sole board member, which is the simplest structure to administer.
Residency of board members
Board members do not have to live in Estonia. This has been the position since the Commercial Code amendments that entered into force on 15 January 2018, and e-Residency confirms that the management board of an Estonian company does not have to reside in the country. What the 2018 rules added instead is the contact person mechanism described below, which applies when the company has no Estonian address.
Every person on the registration application must be able to sign it digitally, so a board member needs an Estonian ID card, an e-Residency digital ID, or another e-ID accepted by Estonian e-services.
Registered Address and Contact Person in Estonia
What the registered address is
The address entered in the Business Register is public and is where the registrar, the Tax and Customs Board (EMTA) and Statistics Estonia send official notices. The e-Business Register form asks you to pick the address from the Estonian address system, and it lets you enter a foreign address with a note if the address is outside Estonia. The company does not need to operate from that address, and an e-resident who runs the business from abroad typically does not.
When a contact person is required
According to the registration form on the Business Register's help site, a company with a foreign address must add a contact person in the persons section of the application, and otherwise a contact person can be added optionally. A contact person is someone in Estonia who receives procedural documents and declarations of intent addressed to the company. The role carries no authority to act for the company, and the person does not have to be a shareholder, board member or employee.
The permitted contact persons are limited by the Commercial Code to a notary or notary's office, an advocate or law office, a sworn auditor or audit firm, a tax representative of a non-resident, or a trust and company service provider registered under the Money Laundering and Terrorist Financing Prevention Act. If a board member, shareholder or procurator lives in Estonia, that person can serve instead. If the company does not name a contact person when one is required, the registrar can set a deadline and ultimately start compulsory dissolution.
Can a virtual office be a registered address?
Yes, in practice. e-Residency lists an Estonian address from a licensed virtual office provider as one of the standard options, and the provider also receives and scans the official letters. The provider should hold the trust and company service provider registration with the Financial Intelligence Unit if it also acts as your contact person. A virtual address has to stay current: if the provider closes the service or moves, the company must file an address change with the register, because a lapsed address means missed notices from RIK and EMTA.
Beneficial Owner and Annual Report Obligations
Beneficial owners
Every Estonian company must report its beneficial owners, meaning the natural persons who ultimately own or control it, to the Business Register. The shareholders give the management board the information, and the board submits it through the e-Business Register or a notary. If the data has not changed, it is confirmed once a year with the annual report, and if it has changed, the update must be filed immediately.
e-Residency warns that late or false filings can lead to fines of up to 1,200 euros for individuals and 32,000 euros for legal entities. Since 10 July 2026, access to beneficial ownership data in the register runs through the Ministry of Finance, and the data is no longer published as open data files. This changes who can look the data up, but it does not change the company's duty to file it.
Annual report
An OÜ must file its annual report with the Business Register within six months after the end of its financial year, which for a calendar-year company means 30 June. The duty applies to dormant companies as well. The management board prepares the report, the shareholders approve it, and under Estonian accounting rules it is filed electronically.
If the report is late or missing, the registrar may fine the company and the persons obliged to file without a prior warning under § 71 of the Commercial Code. If it is still missing six months after the deadline, the registrar can start a procedure that may end in deletion or compulsory dissolution. Dividends generally cannot be paid until the latest annual report is approved, and unfiled reports can also hold up the renewal of an e-Residency card.
Step-by-Step: Meeting the Requirements at Registration
- Decide the share capital and the nominal value of each founder's share, with a minimum of 0.01 euro per share.
- Choose at least one management board member who can sign digitally.
- Arrange a registered address, either your own Estonian address or a licensed provider's.
- Appoint a contact person if the address is abroad, or if you want one as a precaution.
- Pay in the capital and have the board confirm it in the application.
- File the beneficial owner details with the application and keep them updated afterward.
FAQ on Estonia Company Requirements
Do I need a contact person for an Estonian company?
You need one if the registered address is outside Estonia, according to the Business Register's application form. With an Estonian address the contact person is optional, though many e-residents add one because it gives the registrar a point of delivery in Estonia. Check the current text of the law before relying on this, as noted above.
Can a non-resident be a board member of an Estonian company?
Yes. Board members of an Estonian OÜ may live anywhere, provided they are natural persons with active legal capacity, are not under a business ban and can sign digitally. Where the company has no Estonian address, a contact person has to be appointed as described above.
What is the minimum share capital of an Estonian OÜ?
There is no fixed minimum since 1 February 2023. The minimum is 0.01 euro per shareholder, so a one-person company can be founded with a single cent. Capital up to 50,000 euros can be paid in before filing without a bank confirmation attached.
Final Thoughts
For most founders the Estonia company requirements come down to a short list: any share capital from 0.01 euro per shareholder paid in before filing, at least one board member with a digital signature, an address in the register, a contact person where the address is abroad, and two recurring filings, the beneficial owner data and the annual report due six months after year-end. The cost of getting these wrong shows up later, as fines, a blocked dividend or a company marked for deletion.
Inter Lawyers helps founders set up Estonian companies, choose a compliant address and contact person arrangement, and keep filings on schedule after registration.