In short: an Estonian private limited company (OÜ) and a Luxembourg société à responsabilité limitée (SARL) are both limited-liability companies that one person can found. They differ in the minimum capital, in the notarial form of the formation and in how a share changes hands. 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))
- Luxembourg SARL: The partners commit only a fixed contribution, and the shares are not negotiable securities and can be assigned only as the law prescribes (Commercial Companies Act, art. 710-1(1)); a SARL can have a single partner at its formation (art. 710-1(2))
- 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
- Luxembourg SARL: Formed by a special notarial deed, on pain of nullity; the deed can be received electronically without physical presence, and an online formation can use the model articles of the Chamber of Notaries (art. 100-4)
- Minimum capital
- Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1))
- Luxembourg SARL: At least 12 000 euros (art. 710-5(1)); the capital is fully subscribed at the formation, and the shares are fully paid within twelve months unless the articles set a shorter term (art. 710-6(1))
- Transfer of a share
- Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149)
- Luxembourg SARL: An assignment to someone who is not a partner needs the approval of partners holding at least three quarters of the shares, a majority the articles can lower to one half (art. 710-12(1)); the assignment is made by notarial or private deed and binds the company and third parties once notified to or accepted by the company (art. 710-13)
- Yearly filing
- Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179)
- Luxembourg SARL: Not covered by the official texts 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
- Luxembourg SARL: This page states no Luxembourg rate: Legilux has no consolidated version of the Income Tax Act for 2025 or 2026, and we cite only rates read in an official consolidated text
- VAT number
- Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES
- Luxembourg SARL: Luxembourg 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.
- Luxembourg. A special notarial deed of formation (Commercial Companies Act, art. 100-4), at least 12 000 euros of capital, fully subscribed and paid within twelve months (art. 710-5 and 710-6), and the partners' approval for an assignment to an outsider (art. 710-12).
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 Luxembourg companies, and this page states no Luxembourg notary or register fee.
Timeline
The Luxembourg texts used here set no number of days for the register's entry, 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 Luxembourg, see Estonian company run from Luxembourg.
- It does not compare the company's income tax rate, because no consolidated official text of the Luxembourg Income Tax Act for 2025 or 2026 was available; the rate is a question for a Luxembourg tax adviser.
- Opening a bank or payment account is decided by the bank or payment institution in both countries.
- The Luxembourg figures are those of the consolidated version applicable from 2 June 2026, which Legilux publishes as a documentary text 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
- Luxembourg: Loi du 10 août 1915 concernant les sociétés commerciales, art. 100-4, 710-1, 710-5, 710-6, 710-12 and 710-13 — Legilux, consolidated version applicable from 2 June 2026, 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.