In short: an Estonian private limited company (OÜ) and an Italian società a responsabilità limitata (S.r.l.) are both limited-liability companies that one person can found. They differ in how the company is formed, in the capital rules, in how a share changes hands and in when the company's profit is taxed. This page sets the facts of both side by side from the official texts; it does not say which is better for you.

The facts side by side

The company and its owners: Estonian OÜ: One founder with one share is a valid company (Commercial Code § 148(1)); a shareholder is not personally liable for the company's obligations (§ 135(2), (3)); Italian S.r.l.: Only the company is liable for its obligations, with its own assets; if the company becomes insolvent, a sole member is liable without limit for the obligations of the period of sole ownership when the contributions were not made as the law requires or while the single-member publicity has not been carried out (Civil Code, art. 2462)
Forming the company: Estonian OÜ: At a notary in Tallinn or by power of attorney; online without a notary for a founder with an e-residency card or Estonian ID card; Italian S.r.l.: By contract or by a unilateral act, and the instrument of incorporation must be drawn up as a public deed (Civil Code, art. 2463)
Minimum capital: Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1)); Italian S.r.l.: Not less than ten thousand euros, or less but at least one euro; below ten thousand euros the contributions are made in cash and paid in full to the directors, and at least one fifth of the net profit goes to the reserve until reserve and capital together reach ten thousand euros (art. 2463)
Transfer of a share: Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149); Italian S.r.l.: Shares are freely transferable unless the instrument of incorporation provides otherwise (art. 2469); the deed of transfer, with an authenticated signature, is filed with the companies register by the authenticating notary within thirty days, and the transfer takes effect towards the company from that filing (art. 2470)
Yearly filing: Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179); Italian S.r.l.: The financial statements are presented to the members within the term in the instrument of incorporation and not later than one hundred and twenty days after the year end, unless a longer term applies under art. 2364; a copy of the approved statements is filed with the companies register within thirty days of the members' approval (art. 2478-bis)
How company profit is taxed: Estonian OÜ: Corporate income tax is paid when profit is distributed; no income tax is paid on profit while it stays in the company — see how Estonia taxes company profit; Italian S.r.l.: The company income tax (IRES) is 24 percent of the total net income (Consolidated Income Tax Act, Legislative Decree 117 of 19 June 2026, art. 86(1), which took over art. 77 of the former act, Presidential Decree 917 of 1986)
VAT number: Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES; Italian S.r.l.: Italy is a member state of the European Union

This is general information, not tax advice: in Estonia the tax becomes due when profit is distributed, and LexorCorp Global does not provide tax advice. The rule and its official sources are in the guide How Estonia taxes company profit.

What each route requires

Estonia. Customer due diligence by the service provider, a registered address in the commercial register and, if the company's address is abroad, a contact person in Estonia (Commercial Register Act § 24). A ready-made company or a formation at a notary needs no e-residency.
Italy. An instrument of incorporation drawn up as a public deed (Civil Code, art. 2463), the contributions as the law requires, and each year the financial statements presented, approved and filed (art. 2478-bis).

How an Estonian company is obtained

Choose the route: a ready-made company that already exists, a new company formed at a notary or by power of attorney, or online formation with an e-residency card.
Order online and pay by card; the order form shows the total before you pay.
Identification. As a provider licensed by the Estonian Financial Intelligence Unit (FIU000117) we identify every client first.
Signing at a notary in Tallinn, by a power of attorney signed in your country, or digitally on the online route.
Register entry and documents in PDF by email.

Documents

For an Estonian company you are asked for an identity document and proof of address of the board members and beneficial owners; on the remote route a power of attorney signed before a notary in your country, as a rule with an apostille.

Prices of the Estonian routes

ready-made company: €900 Registered address and contact person service for one year are included. in person, €1,200 remote; with a VAT number €1,150 and €1,450;
new company: €950 Registered address and contact person service for one year are included. in person, €1,250 remote;
online formation for an e-resident: €950 Registered address and contact person service for one year are included..

The Estonian notary fees and state fees, the registered address and the contact person for the first 12 months are included in these prices. We do not form Italian companies, and this page states no Italian notary or register fee.

Timeline

The Italian texts used here set no number of days for the register's entry of a new company, and for Estonia this page states none either: the time depends on the notary's appointment, on customer due diligence and on the register. A ready-made company already exists, so only the transfer has to be done.

Limits of this comparison

It compares formation, capital, share transfer, yearly filing and the company's own income tax rate, not the tax result for you: where a company is taxed depends on where it is managed and where its owner lives. If you will run an Estonian company from Italy, see Estonian company run from Italy.
Italy also has a regional tax on productive activities (IRAP) and other rules that this page does not cover; whether they apply is a question for an Italian tax adviser.
Opening a bank or payment account is decided by the bank or payment institution in both countries.
The Italian figures are those of the texts in force on the day they were read (22 October 2026) and can change.

Related service

If the Estonian route fits, start with the ready-made company packages or the list of companies for sale; ready-made or new compares the two Estonian routes.

Official sources

Italy: Codice civile, art. 2462, 2463, 2469, 2470 and 2478-bis; Decreto legislativo 19 giugno 2026, n. 117 (Testo unico delle imposte sui redditi), art. 86 — Normattiva (Istituto Poligrafico e Zecca dello Stato), texts in force read on 22 October 2026;
Estonia: Commercial Code §§ 135, 136, 148, 149 and 179, Commercial Register Act § 24 — Riigi Teataja; company data — e-Business Register.

This guide is general information, not legal or tax advice for your specific situation.

Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.

Estonian company (OÜ) or Italian S.r.l.: the official facts compared