Share Capital of an Estonian OÜ: From One Cent

The share capital of an Estonian private limited company (OÜ) no longer has a 2,500-euro minimum. Since 1 February 2023 the Commercial Code (äriseadustik) only says that share capital is denominated in euros (§ 136), and the smallest share has a nominal value of one cent (§ 148(1)). One founder with one share of one cent is a valid company. What changed with it: the capital must now be paid in before registration, and how much you choose still matters to banks and partners. This guide explains the rules with their sources and what they mean for your formation.

The guide is general information, not legal or tax advice for your situation. The Commercial Code was read in Riigi Teataja, the official gazette, on 16 October 2026.

How much share capital an OÜ needs

No fixed minimum. The founders decide the amount; the minimum nominal value of a share is one cent, and a larger share is an exact multiple of one cent (§ 148(1), (2)).
Not a fee. The share capital is the company's own money and stays with the company — it is not paid to the state or to us.
Limited liability either way. A shareholder is not personally liable for the company's obligations; the company is liable with all of its assets (§ 135(2), (3)).

A very small capital is legal, but a bank or a payment institution opening the company's account often expects a share capital that looks proportionate to the business. A round, sensible figure is easier to explain later. A licensed activity has its own capital requirement set by its law.

Paid in before registration

The founders must pay for the shares in full before the petition for entry in the commercial register is submitted (§ 140(2)). The old possibility of founding a company without making contributions (§ 140¹) was repealed on 1 February 2023. How the payment is shown depends on the amount:

a monetary contribution not over 50,000 euros: the management board members confirm in the registration petition that the contributions have been paid (§ 144(2¹));
a monetary contribution over 50,000 euros: a notice from a credit institution or payment institution about the payment is attached to the petition (§ 144(1) point 3).

Monetary contributions are paid into an account opened in the name of the company being founded (§ 141).

Money or an asset

A contribution may be monetary or non-monetary; a share is paid in money unless the articles of association provide for a non-monetary contribution (§ 140(1)). A non-monetary contribution can be any thing or proprietary right that can be valued in money and transferred to the company, but never work or services for the company (§ 142(1), (2)). The management board values it (§ 143(1)); when the share capital is at least 25,000 euros, an auditor must verify the valuation (§ 143(3)).

Changing it later

The share capital can be increased when the company needs more equity — for a bank, a licence or a partner — or decreased when it has more than it needs. Both are an amendment of the articles and a register entry; see changing the share capital. With every signer's e-residency card or Estonian ID card it is signed digitally — €990; otherwise through a notary by power of attorney — €1,690.

How we help

In every formation the founders choose the share capital and how it is contributed; we explain the current requirements by email before the documents are prepared. The state fee (and the notary fee where a notary is used), the registered address and the contact person for the first 12 months are included:

remote formation by power of attorney — €1,250 Registered address and contact person service for one year are included.;
formation in person in Tallinn — €950 Registered address and contact person service for one year are included.;
online formation for e-residents — €950 Registered address and contact person service for one year are included.;
a change of share capital for an existing company.

Prices exclude VAT. All communication takes place by email.

Ready to start? A new Estonian company with the share capital you choose — remotely by power of attorney or in person in Tallinn. Order.

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

Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.

Frequently asked questions

How much share capital does an Estonian OÜ need?

The founders decide the amount of the share capital; the smallest possible share is one cent (0.01 euro), and since 1 February 2023 there is no 2,500-euro minimum. The capital is paid in full before the company is registered (Commercial Code § 140(2)). The share capital is not a fee: it is the company's own money and stays with the company.

Share capital of an Estonian OÜ