Private Limited Liability Company (OÜ)
The liability of shareholders for OÜ’s obligations is limited to the amount of the share capital. A minimum share capital of a private limited liability company is 2,500 EUR, it can be paid as a monetary or non-monetary contribution. This form is suitable for small and medium size companies, one-time project company (SPV), property management. The company is headed by a management board, which includes at least one member. The founder can be a legal or a natural person.
Public Limited Liability Company (AS)
The liability of shareholders for AS’s obligations is limited to the amount of the share capital. A minimum share capital of a public limited liability company is 25,000.00 EUR, it can be paid as a monetary or non-monetary contribution. The managing body of a public limited liability company is a supervisory board that is a supervisory organ of the management board that includes the representatives of owners (at least three members) and the executive board (management board) that manages everyday commercial affairs of the company. Shares must be registered in the Estonian Central Register of Securities. A public limited liability company is suitable as a form of business for large-scale business projects, in case of many shareholders/investors, and arising from the need for issuing different types of shares. Preferred shares can be issued that give the right to dividends. The annual report of the public limited liability company must be audited.
Non-Profit Association (MTÜ)
A non-profit association (MTÜ) is a voluntary association of persons, the aim or main activity of which cannot be profiting through commercial activity. The income of a non-profit organisation can only be used to achieve the objectives specified in the articles of association. A non-profit organisation may not distribute its profit between its members.
A foundation is a legal person in private law that has no members and that has been created to govern assets and used for achieving the objectives specified in the articles of association.
Limited Partnership (UÜ)
A limited partnership (UÜ) is a company with partly limited and partly unlimited liability. In a limited partnership at least two partners are operating under a mutual business name and at least one of the partners – the general partner – is liable for the limited partnership’s commitments in the extent of all one´s assets and at least one of the partners – a limited partner – has a liability limited to one´s deposit. The limited partnership has no minimum capital, thus for starting business no mandatory capital needs to be invested into the company. A partner in a limited partnership can be a legal person or a natural person.
General Partnership (TÜ)
A general partnership is a company with unlimited liability, i.e. owners of the general partnership are liable with all of their assets. There are at least two partners in a general partnership who operate under a mutual business name. There is no minimum share capital in a general partnership, so no mandatory capital needs to be invested into the company. A partner in a general partnership can be a natural person or a legal person.
Estonian Branch of a Foreign Company
A branch is a part of a foreign company and not an independent legal person. A branch can be used if the foreign company doesn’t wish to establish an independent legal person in Estonia, but wishes to constantly pursue commercial activity in Estonia. The foreign company is liable for the commitments arising from the activity of the branch.