The most important amendments to the Commercial Register and to the Estonian Commercial Code

2023 02 01

Estonia, which holds the speed record for company incorporation, has made setting up a company even easier. From February 1st the amendments to the Commercial Register and to the Estonian Commercial Code will take effect.

WALLESS Junior Associate Laura Melk highlighted in business portal Ärileht the most important ones:

  • One cent is enough to establish a private limited company. So far, the share capital of a private limited company (an OÜ) was at least EUR 2,500. As of 1 February, there is no longer a minimum share capital requirement. Since the smallest nominal value of a share is one cent, the share capital must be at least one cent. However, in the case of bankruptcy, the liability of the shareholders is still up to EUR 2,500 for bankruptcy proceeding related costs.
  • No bank confirmation in case of capital contributions below EUR 50,000. When establishing a private limited company or increasing the share capital with a monetary contribution of less than EUR 50,000, it is no longer necessary to submit a notice from a credit institution or payment institution to the Commercial Register about the payment of the contribution.
  • Non-resident members of supervisory board must provide their e-mail address to the Commercial Register. At the same time, non-resident shareholders are no longer required to provide their residential address, a contact address is sufficient.
  • The obligation to appoint a contact person was eased. Until now, legal entities whose management board was located abroad had the obligation to appoint a contact person in Estonia. From February 1, only those legal entities that do not have a registered address in Estonia must appoint a contact person. Existing companies must specify the term of the contact person by 30 April 2023.

Read the full article here (in Estonian):

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