Establishing public limited company (AS)
- What must be done before establishing a public limited company?
- What documents do you need to establish a public limited company?
- How to register a new public limited company?
- What are the costs of establishing a public limited company?
- How long will it take to establish a public limited company?
- What must be done after founding a public limited company?
The public limited company (aktsiaselts or AS in Estonian) is the form of business with the highest capital requirement (at least 25,000 euros) and must have a multi-tiered management structure.
The advantages of the public limited company are the following:
- the possibility of listing the company on the stock exchange;
- the possibility of involving a wide number of shareholders;
- suitable for implementing major projects;
- shareholders have no personal proprietary liability for the public limited company’s obligations.
Before incorporation you will have to find the answers to the primary questions that will determine the most important rules of your company’s everyday activity.
- What will the company’s business name be?
- What will your initial area of activity be? Do you need any activity licences or other licences?
- Who are the shareholders, what is the amount of share capital and what will be the rights of the shareholders?
- What will the public limited company’s place of business and the address of its location be?
- How will the management of the public limited company take place?
What documents do you need to establish a public limited company?
To establish a public limited company, you will definitely need a memorandum and articles of association. You will have to submit an application for registering the company with the Commercial Register.
In addition, you will have to submit a list of the management board and supervisory board members and auditors, and certificates on payment of contribution of share capital and state fees.
The public limited company must be registered through a notary. Electronic registration is not yet possible. To streamline registration of the public limited company through the notary, make sure which documents you will need to register the company. Notary offices will also have the samples of documents necessary for forming a public limited company.
To establish a public limited company, you will have to pay a state fee of 140 euros. The state fee can later be recognized as a business expense as the costs of establishing the public limited company.
The notary fee for establishing a public limited company depends on the number of founders and the amount of share capital.
Registering a public limited company through a notary will take 2-3 days.
One of the primary special features of the public limited company is the requirement to register shares in the Estonian Central Register of Securities.
A public limited company must have an auditor.
- If you will be operating in an area of activity subject to special requirements, you will have to apply for an activity licence or registration.
- The public limited company must be registered with the Tax and Customs Board if the planned annual turnover exceeds 40 000 euros.
- If you hire employees, you will have to register them in the employment register.
- If you hire employees, you will have to notify the Labour Inspectorate that the company has started operating.