In short: an Estonian private limited company (OÜ) and a Kenyan private company limited by shares are both companies that one person can found and whose owners are liable only up to what is unpaid on their shares. They differ in the founding documents, in the rules a private company's articles must contain, 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))
- Kenyan private company: One or more persons can form a company by subscribing their names to a memorandum of association and registering it (Companies Act 2015, section 11); in a company limited by shares the members' liability is limited by the articles to any amount unpaid on their shares (section 6)
- Founding document
- 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
- Kenyan private company: A memorandum of association in the prescribed form, authenticated by each subscriber, in which each subscriber agrees to take at least one share (section 12), lodged with the Registrar together with an application for registration and the proposed articles of association (section 13)
- Capital
- Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1))
- Kenyan private company: The application of a company with a share capital contains a statement of capital and initial shareholding (section 13(4)); the sections read set no minimum capital
- Transfer of a share
- Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149)
- Kenyan private company: The articles of a private company restrict a member's right to transfer shares, limit the members to fifty, prohibit invitations to the public to subscribe for shares and require the consent of all members to add a new member (section 9(1))
- Yearly filing
- Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179)
- Kenyan private company: Not covered by the sections used here
- 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
- Kenyan private company: A resident company pays Sh 6 in each Sh 20 of income, that is 30 percent (Income Tax Act, Third Schedule, Head B, paragraph 2), on income accrued in or derived from Kenya (section 3(1))
- VAT number
- Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES
- Kenyan private company: Kenya is not 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.
- Kenya. A memorandum of association, an application for registration and the proposed articles lodged with the Registrar (Companies Act 2015, sections 12 and 13), with the articles a private company must have (section 9).
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 Kenyan companies, and this page states no Kenyan registration fee.
Timeline
The Kenyan sections used here set no number of days for the registration, 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 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 Kenya, see Estonian company run from Kenya.
- Opening a bank or payment account is decided by the bank or payment institution in both countries.
- The Kenyan figures are those of Kenya Law, the official law reporting body, on the day they were read (24 October 2026) — the Companies Act 2015 in its latest consolidated version and the Income Tax Act (Cap. 470) in its version of 1 July 2026 — and can change.
Official sources
The laws this article names, by the name of their official text, as read on 9 October 2026. For the Estonian acts we read the English translation in Riigi Teataja; the legally binding text is the Estonian one.
- Commercial Code — Riigi Teataja, English translation
- Income Tax Act — Riigi Teataja, English translation
- Commercial Register Act — Riigi Teataja, English translation
Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.