Subsidiary
A company where another company holds the majority of votes or otherwise has dominant influence. Formed as an OÜ in almost every case.
Company Formation in Estonia
Capture forms Estonian companies, nonprofits and branches for founders and companies abroad, through e-Residency, notary formation or custom corporate structures.
Choosing the legal form
The legal form determines how the entity is structured and what it can do. What the entity is then used for, such as a holding company or a subsidiary, is a separate question covered below.
Osaühing (OÜ)
The Estonian private limited company. Shareholders are not personally liable, one founder is enough, and a founder can be a person or a company.
There is no statutory minimum share capital. The shares must be paid in full before the application is filed. The amount is set by the founders.
This is the form behind nearly every structure on this page, including holding companies, subsidiaries and joint ventures.
How the company gets formed
The route depends on whether the founders can sign digitally and on how complex the ownership is.
Digital formation with e-Residency
For e-Residents who can sign digitally, the application is filed online. This is the fastest route.
Notary formation
No e-Residency needed. Formation is completed through an Estonian notary under a power of attorney. No travel required.
Company Launch Package
No e-Residency yet. Capture handles the application and forms the company as soon as the card activates. First year of Standard included. €799, state fees separate.
Complex corporate formation
Corporate shareholders, foreign parent companies, several owners in different countries, or a structure that has to be designed before it is filed. Assessed first, then quoted.
What formation costs
The state fee is paid to the commercial register and is the same whoever files. Everything else depends on the route and the structure.
State fee (digital filing)
€265
State fee (notary formation)
€200
Formation with e-Residency
Included in Standard (€320/year) or Premium (€520/year), plus the €265 state fee
Company Launch Package
€799 one-time (state fees separate)
Notary formation without e-Residency
from €1,000 (includes state fee), plus an annual plan
Nonprofit (MTÜ) or branch formation
Custom quote.
Complex or multi-owner structure
Custom quote.
Everything else you can establish
Capture forms these as well. Most clients still need an OÜ. Anything here is assessed before it is quoted.
Mittetulundusühing (MTÜ)
Nonprofit association with members. Income goes to its statutory purposes and is not distributed to members.
Estonian branch
A foreign company establishing a presence here. Not a separate legal person, and the foreign company stays liable for what it does.
Other legal forms
Aktsiaselts (AS)
Public limited company. Minimum share capital €25,000.
Sihtasutus (SA)
Foundation. A legal person with no members, holding assets for stated purposes.
Täisühing (TÜ)
General partnership. Partners are liable with their entire property.
Usaldusühing (UÜ)
Limited partnership. One partner fully liable, one only to their contribution.
How the entity is used
Holding company
Not a separate legal form. An OÜ whose purpose is to hold shares in other companies.
SPV
An OÜ formed for one defined purpose, such as a single asset, project or financing.
Joint venture
Two or more parties forming a company together, with the terms set in a shareholders agreement rather than in the legal form.
Why Estonia
Estonia suits companies whose owners, whether people or other companies, are in different countries. The company gets a neutral EU seat instead of sitting in one owner’s home jurisdiction, and every shareholder deals with it on the same terms. An OÜ is formed under the law of an EU member state and operates within EU regulations.
An OÜ can be owned and directed from anywhere. Board members do not have to live in Estonia or be paid a salary. Share capital has no statutory minimum, and once paid in it is the company’s money to use. A small company needs no auditor until it passes thresholds starting around €2 million in revenue.
Profit is taxed when it is distributed, at 22%. While it stays in the company nothing is due, however long it stays. When a dividend goes out, Estonia adds no withholding on top. A shareholder in Norway is paid the same way as one in France or Singapore, no treaty needed.
What shareholders receive may be taxed where they live, and a company genuinely run from one country can be taxed in that country. Both are structuring questions, settled before formation.
Forming your company
Formation with e-Residency starts with an account. More involved structures are assessed first, then quoted.