Estonia is known for making company registration simple and largely digital. The most common company form is the private limited company, in Estonian osaühing or OÜ. This guide describes how a new Estonian OÜ is formed, what information and documents are needed, what affects the timing, and why a VAT number is a separate step from the registration of the company itself.
The private limited company (OÜ)
An OÜ is a company with share capital whose shareholders are not personally liable for the company's obligations. It is managed by a management board, which can consist of one member. The company is entered in the Estonian Commercial Register, receives a registry code, and from that moment exists as a legal person that can sign contracts, open accounts and trade.
Most small and medium-sized businesses, holding companies and one-person companies in Estonia use this form. It is also the form of the companies we form for our clients.
What our formation package includes
- formation of a new Estonian private limited company (OÜ);
- one founder / shareholder, who must be a private individual;
- preparation of the incorporation documents;
- a registered address in Estonia for 12 months;
- a licensed contact person service for 12 months;
- legal and administrative assistance with the incorporation;
- the documents in PDF.
A VAT number is not included in the formation package. VAT registration is available as a separate add-on; see below why.
The package is for private individuals. Each additional founder is an add-on and must also be a private individual. If a legal entity will be a shareholder, choose "Legal entity" in the order form and we will reply by email with an individual quote.
What you need to decide before formation
Before the documents can be prepared, a few basic choices have to be made. We ask for them by email after you order:
- The company name. It must be distinguishable from names already in the register. It is wise to have one or two alternatives ready.
- The founders and their shares. Who will own the company and in what proportion.
- The management board. Who will manage the company. Often it is the founder.
- The main area of activity. The register records the company's field of activity.
- The share capital. The founders agree on the share capital and how it is contributed; we explain the current requirements by email before the documents are prepared.
If the management board is located outside Estonia, the company must have a contact person in Estonia, and every company needs an address in Estonia. Both are included in our package for 12 months.
The formation process, step by step
- Order online. The company formation page shows the price of the package and the add-ons. The order form calculates the total, and fixed-price orders are paid by card through Revolut.
- Customer due diligence. As a provider licensed by the Estonian Financial Intelligence Unit (licence FIU000117), we must identify every founder and board member. We ask by email for identity documents and any further information needed. If due diligence cannot be completed, we may refuse the service, and any payment for work not yet started is refunded.
- Documents. We prepare the incorporation documents based on the information you provide.
- Signing and filing. The documents are signed and the application is submitted to the Commercial Register. We tell you by email exactly how the signing is done in your case.
- Registration. The registration department reviews the application and enters the company in the register. You receive the company documents in PDF by email.
How long does it take?
The Estonian register is fast by international standards, but the total time depends mostly on how quickly the preparation is completed: how soon due diligence is finished, how quickly the founders sign, and whether the register asks for corrections. We do not promise a fixed number of days, because part of the timeline is outside our control. If speed is the main concern, a ready-made company that is already registered may suit you better.
Why the VAT number is separate
Registering a company and registering it for VAT are two different procedures handled by two different authorities. The Commercial Register registers the company. VAT registration is decided by the Estonian Tax and Customs Board, on a separate application, after the company exists.
VAT registration becomes mandatory once taxable turnover exceeds the threshold set by law, and a company may also apply voluntarily earlier, for example because it will trade with VAT-registered businesses in other EU countries. When assessing an application, the Tax and Customs Board may ask about the company's planned business, its connection to Estonia and its first contracts, and it may refuse registration if it is not satisfied. Because the outcome and the timing depend on the authority, VAT registration is offered as an add-on and not promised as part of the formation.
If you need a VAT number from the very first day, compare this with a ready-made company that already has an active VAT number.
Add-ons for a new company
Each add-on has its own price on the formation page: additional founders (private individuals), VAT registration, an EORI number for customs, an LEI code, apostilled documents, a company seal, courier delivery, an extension of the registered address and contact person, accounting and the annual report (quoted individually), and assistance opening a Revolut Business or Wise account. Banks and payment providers decide themselves whether to open an account.
After formation
Every Estonian company must keep accounts and submit an annual report each year, even if it had no turnover. Our guide on annual reports, deletion and liquidation explains these obligations. If you plan to work in a regulated sector such as payments, e-money or gambling, a plain OÜ is not enough; see payment institution licence and the other licence guides, and the overview Estonia as a place to do business.
This guide is general information. It is not legal or tax advice for your specific situation.