In order to establish a private 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.

When establishing a private limited company in expedited procedure, document templates may be used that are available in the information system of the commercial register. In such cases, the template of the articles of association replace the notarised memorandum of association and the articles of association annexed thereto.

Members of the management board shall be appointed. The notarised consent of all members of the management board to being a member of the management board must be enclosed to the application for entry in the commercial register, unless such consent is included in the application. If the private limited company is founded by expedited procedure and includes members of the supervisory board and an auditor, their digitally signed consent to being a member of the supervisory board or an auditor is also required.

Upon incorporation, the share capital must be paid in full, as a monetary or non-monetary contribution, before the company is registered. Proof of a monetary contribution must only be provided to the Commercial Register if the contribution exceeds 50,000 euros. If the contribution is less than 50,000 euros, it is sufficient for the management board to confirm that the contribution has been paid to the private limited company. In the case of a non-monetary contribution, the contract for the transfer of the contribution to the private limited company must be presented, together with documents proving the value of the contribution. The value of the non-monetary contribution must be assessed by an auditor if the share capital of the private limited company is at least 25,000 euros or if the nominal value of the share received by way of a non-monetary contribution is at least 25,000 euros.

If you are establishing a private limited company with the help of a notary, they will prepare an application for the establishment of a private limited company, a memorandum of association, and articles of association.

Establishing a private limited company (OÜ)

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.

Establishing public limited company (AS)

To establish both partnerships, you first need the personal data of the partners. The partners must also have agreed on the previously stated provisions.

The following documents must be submitted to register a general or limited partnership in the business register:

• an application (digitally signed or notarised) in which you express your desire to register the partnership in the business register. The application is addressed to the registry department of the court and must contain the following information:

1. the requested business name;
2. the seat, address, and email address of the general or limited partnership;
3. in the case of a limited partnership, the financial amount of the contribution of the partner;
4. the beginning and end of the financial year;
5. the names and personal identification codes or registry codes of the partners;
6. the partners authorised to represent the general partnership and those only entitled to represent the general partnership jointly;
7. if the address of the partnership is in a foreign country, the name and personal identification code or registry code of the contact person, and the Estonian address for the delivery of declarations of intent and procedural documents addressed to the general partnership, as well as the email address of the contact person;
8. numbers of means of communication;
9. information about the proposed main activity;
10. proof of payment of the state fee.

If you register the partnership with the help of a notary, the notary will prepare an application for the establishment of a general or limited partnership for you.

Establishing a general partnership and limited partnership 

You will have to file the following documents in order to found a commercial association:

• application
• memorandum of association;
• articles of association;
• names, personal identification codes and addresses of the members of the management board, auditor and controller, as well as for members of the supervisory board if the commercial association has a supervisory board;
• contact details;
• proof of payment of the contribution of share capital and state fee.

Establishing a commercial association

A foundation is founded by a foundation resolution, which must set out:

• the name and contact address of the foundation;
• the names and addresses of the residences or registered offices of the founders and their personal identification codes or registry codes;
• money or other assets, and the value thereof, that the founders are transferring to the foundation (the law does not prescribe any limits);
• the names, residences and personal identification codes of the members of the management board and the supervisory board.

The articles of association are a document that sets out the objectives of a foundation and generally regulates how its future work is organised. Upon preparing the articles of association of a foundation, some specifics must be taken into account, particularly in relation to assets, remuneration and beneficiaries. The articles of association must comply with the Foundations Act.

The articles of association of a foundation must set out:

• the name and registered office of the foundation (at local government level);
• the objective;
• the procedure for transferring assets to the foundation;
• the beneficiaries (except if all persons are entitled to receive disbursements pursuant to the objectives of the foundation);
• the term of the foundation if it is founded for a defined period;
• the distribution of assets in the event of the dissolution of the foundation. In order to make use of the income tax incentive, the distribution of assets to another association or legal entity under public law must be specified in a list of incentive beneficiaries to be included in the articles of association;
• the procedure for appointing and removing the members of the management board and the supervisory board and, where applicable, auditors;
• the number of members of the management bodies and their term of office;
• the procedure for amending the articles of association;
• details on the dissolution of the foundation (whether and under what conditions the founders have the right to dissolve the foundation);
• the procedure for remunerating the members of the management board and supervisory board;
• the procedure for using and disposing of assets;
• other conditions provided for by law.

If you wish to apply for entry into the list of associations benefiting from income tax incentives, you must clearly indicate in the activities planned for achieving the objective that you are operating in the public interest and for charitable purposes.

Once the documents are ready, you may have them reviewed by your County Development Centre consultant before signing. The consultation is free of charge.

A foundation resolution and the articles of association approved thereby must be notarised. These are signed by all founders. Once the foundation resolution has been notarised by a notary and before submitting the petition entering the foundation in the Business Register, a current account may be opened at a bank in the name of the foundation in order to transfer the assets being transferred to the foundation by the founders. In the period between adopting the foundation resolution and entry into the Business Register, the name of the foundation must be used together with the suffix asutamisel (‘in foundation’).

Founding a foundation

In order to found a non-profit association, you must enter into a memorandum of association and approve the articles of association.

The memorandum of association must include the following:

• the name of a non-profit association, which must contain an suffix referring to the fact that it is an association of persons, e.g. union, society, association, club, etc. If no such suffix is found or none are suitable, add the word mittetulundusühing to the name;
• the non-profit association’s contact address;
• the objective;
• the founders’ names, addresses (or registered offices), and personal identification codes or registry codes;
• the members’ obligations with regard to the non-profit association;
• the names, personal identification codes and places of residence of the members of the management board.

The articles of association are a document that must contain agreements important to the members with regard to the future activities of the organisation. As a minimum, the articles of association must include:

• the name and registered office of the non-profit association (at local government level);
• the objective;
• the conditions and procedure for membership in, and for leaving and exclusion from, the non-profit association;
• the rights and obligations of members or the procedure for establishment thereof;
• where applicable, the existence of departments, and their rights and obligations;
• the conditions and procedure for calling a general meeting and the procedure for adopting resolutions;
• the number of members on the management board or the maximum and minimum number of members;
• the distribution of assets in the event of the dissolution of the non-profit association. In order to make use of the income tax incentive, the distribution of assets to another association or legal entity under public law must be specified in a list of incentive beneficiaries to be included in the articles of association.

If you wish to add an association to the list of associations benefiting from income tax incentives, you must clearly indicate in the objective and activities of the association that the association operates in the public interest and for charitable purposes. Further information can be found on the Estonian Tax and Customs Board website.

The petition for entry in the register must be supplemented by the memorandum of association and the articles of association, contact details (telephone, email and website), and the main planned activity.

Founding a non-profit association