In short: an Estonian private limited company (OÜ) and a Swiss Gesellschaft mit beschränkter Haftung (GmbH) are both limited-liability companies that one person can found. They differ in the minimum capital, in the form of the founding deed and of a share transfer, 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))
- Swiss GmbH: A capital company in which one or more persons or commercial companies hold shares; only the company's assets are liable for its obligations (Code of Obligations, art. 772(1))
- 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
- Swiss GmbH: The founders declare in a public deed that they form the company, set its articles and appoint its bodies (art. 777(1))
- Minimum capital
- Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1))
- Swiss GmbH: At least 20 000 Swiss francs, or a foreign currency essential for the business (art. 773(1) and (2)); at the founding the contribution for every share is paid in full (art. 777c(1))
- Transfer of a share
- Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149)
- Swiss GmbH: The assignment of shares must be in writing (art. 785(1)) and needs the consent of the members' meeting, which can refuse without giving reasons, unless the articles provide otherwise (art. 786(1) and (2))
- Yearly filing
- Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179)
- Swiss GmbH: 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
- Swiss GmbH: The federal profit tax of capital companies is 8.5 percent of the net profit (Federal Direct Tax Act, art. 68); cantonal and communal taxes are not covered by the texts used here
- VAT number
- Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES
- Swiss GmbH: Swiss VAT rules are not covered by the official texts used here
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.
- Switzerland. A founding deed in the form of a public deed (Code of Obligations, art. 777), at least 20 000 francs of capital paid in full at the founding (art. 773 and 777c), and for every later assignment a written contract and, unless the articles say otherwise, the consent of the members' meeting (art. 785 and 786).
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 Swiss companies, and this page states no Swiss notary or register fee.
Timeline
The Swiss 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 Switzerland, see Estonian company run from Switzerland.
- This page names only the federal profit tax of the Federal Direct Tax Act; cantonal and communal taxes are not covered by the texts used here, and the total is a question for a Swiss tax adviser.
- Opening a bank or payment account is decided by the bank or payment institution in both countries.
- The Swiss figures are those of the systematic collection 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
- Switzerland: Obligationenrecht (SR 220, as of 1 October 2026), art. 772, 773, 777, 777c, 785 and 786; Bundesgesetz über die direkte Bundessteuer (SR 642.11, as of 2 September 2026), art. 68 — Fedlex, the federal law collection, 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.