A private limited company (Osaühing or OÜ) in Estonia is a company that has its share capital (in Estonian: osakapital) divided into private limited company shares (in Estonian: osad). A shareholder is not personally liable for the obligations of the company. A private limited company is liable for the performance of its obligations with all of its assets.
The share capital must be a minimum of EUR 2,500. The minimum nominal value of a share is EUR 1. If the founders are private individuals and the share capital is less than EUR 25,000, then the founders can decide that the contribution need not be paid upon the establishing of the company. Until the whole sum has been paid, the founders are personally liable for the obligations of the company up to the amount of the missing contribution.
A private limited company must have a management board. The management board is the directing body of the private limited company that represents and directs the private limited company. The management board may have one member (director) or several members. A member of the management board need not be a shareholder. A member of the management board must be a natural person with active legal capacity. If more than half of the board members are not residing in Estonia, then the company must provide the Commercial Register with a contact in Estonia where necessary documents can be sent. The foreign owner must give the Commercial Register his/her address and e-mail address.
A private limited company can have a supervisory board if prescribed by the Articles of Association, but it is not mandatory under the law. A private limited company must have an auditor if prescribed by the Articles of Association. An auditor is also mandatory when the company surpasses certain threshold values in terms of turnover, number of employees and asset value.