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.
What must be done before establishing a public limited company?
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?
In order to found a public limited company, a memorandum of association shall be signed and the articles of association confirmed. The memorandum of association is signed by the founders. If only one person is the founder, they shall sign a foundation resolution. The memorandum of association and the articles of association approved thereby shall be notarised.
The members of the supervisory board as well as the management board of the public limited company shall be appointed in the memorandum of association or the foundation resolution.
The consent of the person appointed is required for their appointment as member of the supervisory or management board.
The shares of the public limited company shall be registered in the Estonian register of securities or another depository. Upon founding, a notice from the registrar of the Estonian register of securities or another depository shall be submitted to the registrar of the commercial register regarding the registration of shares.
A notice from a bank or payment institution regarding the contribution of the share capital shall be appended to a petition for entry of the public limited company in the commercial register. If the contribution is non-monetary, documents verifying the value, delivery, receipt, and auditing thereof are required instead.
How to register a new public limited company?
The public limited company must be registered through a notary. Electronic registration is not 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.
Find a suitable notary and contact information
What are the costs of establishing a public limited company?
To establish a public limited company, you will have to pay a state fee of 200 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.
How long will it take to register a public limited company?
The registrar will review the petition for entry within 5 working days from its arrival.
What must be done after founding a public limited company?
One of the primary special features of the public limited company is the requirement to register shares in the Estonian Central Register of Securities or in other depository.
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.
Related articles
References
Laws
- An Act on the General Part of the Civil Code
- Value-Added Tax Act
- Commercial Code
- State Fees Act
- General Part of the Economic Activities Code Act
- Notary Fees Act