In short: an Estonian private limited company (OÜ) and a Sri Lankan company limited by shares are both companies whose shareholders are not liable for the company's obligations, and both can have a single shareholder. They differ in the form of the shares, 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)); Sri Lankan company: A shareholder is not liable for any act, default or obligation of the company by reason only of being a shareholder, and the shareholder's liability to the company is limited to what the articles or the Act expressly provide (Companies Act, No. 7 of 2007, section 87(1) and (2))
Founders: Estonian OÜ: One founder is enough; at a notary in Tallinn or by power of attorney, or online without a notary for a founder with an e-residency card or Estonian ID card; Sri Lankan company: A company has not less than two shareholders, but may have a single shareholder who is an individual or a body corporate (section 4(2))
Capital: Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1)); Sri Lankan company: No share has a nominal or par value (section 49(4)); the sections used here 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); Sri Lankan company: A share is transferable in the manner provided for by the company's articles, and the articles may limit or restrict the extent to which it is transferable (section 49(5))
Yearly filing: Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179); Sri Lankan 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; Sri Lankan company: The taxable income of a company is taxed at 30 percent with effect from 1 April 2023, subject to the special rates of the same paragraph (Inland Revenue Act, No. 24 of 2017, First Schedule, paragraph 2(1))
VAT number: Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES; Sri Lankan company: Sri Lanka 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.
Sri Lanka. Two shareholders, or a single individual or body corporate (Companies Act, No. 7 of 2007, section 4(2)), shares without par value (section 49(4)), and articles that say how shares are transferred (section 49(5)).

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 Sri Lankan companies, and this page states no Sri Lankan register fee.

Timeline

The Sri Lankan 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 Sri Lanka, see Estonian company run from Sri Lanka.
Opening a bank or payment account is decided by the bank or payment institution in both countries.
The Companies Act is quoted from the text of 2007 published by the Department of the Registrar of Companies; its amending Acts published there (2020 and No. 12 of 2025) do not change sections 4, 49 or 87. 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

Sri Lanka: Companies Act, No. 7 of 2007, sections 4, 49 and 87, with the amending Acts of 2020 and No. 12 of 2025 — Department of the Registrar of Companies, read on 22 October 2026; Inland Revenue Act, No. 24 of 2017, First Schedule — Inland Revenue Department, consolidated text to 31 March 2025, with the Amendment Act No. 11 of 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 Sri Lankan company: the official facts compared