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LexorCorp Global

Guide

Estonian company (OÜ) or New Zealand company: the official facts compared

Registration, directors, shareholder liability and transferring a share of the two company forms, from the official texts of both countries.

LexorCorp Global OÜ · published 27 September 2026

In short

An Estonian private limited company (OÜ) and a New Zealand limited company under the Companies Act 1993 are both companies whose shareholders are not liable for the company's debts and that one person can form. They differ in the rules for directors, 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.

In short: an Estonian private limited company (OÜ) and a New Zealand limited company under the Companies Act 1993 are both companies whose shareholders are not liable for the company's debts and that one person can form. They differ in the rules for directors, 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))
New Zealand company: Any person, alone or together with another person, may apply for its registration (Companies Act 1993, s. 11); it must have a name, one or more shares, one or more shareholders and one or more directors (s. 10); unless the constitution makes their liability unlimited, a shareholder is not liable for an obligation of the company by reason only of being a shareholder (s. 97(1))
Directors
Estonian OÜ: A board member living abroad is possible; the company then needs a contact person in Estonia if its address is abroad (Commercial Register Act § 24)
New Zealand company: At least one director must live in New Zealand, or live in an enforcement country and be a director of a company incorporated there under an equivalent law (s. 10(d))
Transfer of a share
Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149)
New Zealand company: Subject to the constitution, by entering the transferee's name in the share register, after a signed form of transfer is delivered to the company (s. 84(1) and (2))
Yearly filing
Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179)
New Zealand company: 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
New Zealand company: This page states no New Zealand rate: the schedule of the Income Tax Act 2007 that sets it could not be read from the official site when this page was written, and we cite only rates read in the official text
VAT number
Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES
New Zealand company: New Zealand 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.
  • New Zealand. An application for registration (Companies Act 1993, s. 11), a name, shares, shareholders and a director who lives in New Zealand or in an enforcement country under the conditions of s. 10(d).

How an Estonian company is obtained

  1. 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.
  2. Order online and pay by card; the order form shows the total before you pay.
  3. Identification. As a provider licensed by the Estonian Financial Intelligence Unit (FIU000117) we identify every client first.
  4. Signing at a notary in Tallinn, by a power of attorney signed in your country, or digitally on the online route.
  5. 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 New Zealand companies, and this page states no New Zealand registration fee.

Timeline

The New Zealand texts 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 New Zealand, see Estonian company run from New Zealand.
  • Opening a bank or payment account is decided by the bank or payment institution in both countries.
  • It does not compare the company tax rate, because the official schedule could not be read; the rate is a question for a New Zealand tax adviser.
  • The New Zealand figures are those of the version of the Companies Act as at 1 July 2025, read on 22 October 2026; the official site marks that some amendments are not yet included, and the figures 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

  • New Zealand: Companies Act 1993, sections 10, 11, 84 and 97 (version as at 1 July 2025) — New Zealand Legislation, 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.

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