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For entering a company in the Commercial Register, the founders must draft a Memorandum of Association, and also approve the Articles of Association of the private limited company as an annex to the Memorandum of Association. The Memorandum of Association and the Articles of Association approved thereby, must be notarised and signed by all founders. A representative of a founder may sign the Memorandum of Association and the Articles of Association approved thereby, if the authorisation document granted to the representative is notarised. If the private limited company has one founder, the Memorandum of Association must be substituted by a notarised foundation resolution, signed by the founder.
The Memorandum of Association must include the following information:
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the business name, seat and address of the private limited company being founded;
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the names and residences or seats of the founders;
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the proposed amount of share capital; the nominal value and number of shares, and their division among the founders;
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the amount to be paid for shares and the procedure, time and place of payment;
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the item of the non-monetary contribution and its valuation method, if a share is paid for by a non-monetary contribution;
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information on the members of the management board and, if formed, the supervisory board;
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information on procurators or auditors, if appointed; the projected costs of foundation and the procedure for payment thereof.
The Articles of Association of a private limited company must set out:
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the business name and seat of the private limited company;
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the amount of share capital which may be specified as a specific amount or as a minimum and maximum capital, such that the minimum capital shall be at least one-quarter of the maximum capital;
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the procedure for payment of shares;
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the specific rights attaching to a share, or of a shareholder;
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the valuation method of the non-monetary contribution, if a share is paid for by a non-monetary contribution;
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the amount of reserve capital, if created;
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if there is a management board and supervisory board, the number of members thereof. It may be expressed as a specific number or a maximum and minimum number. If necessary, also the specifications for the right of representation of the members of the management board;
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other obligatory terms and conditions provided by law.
Entry in Commercial Register
In order to enter a private limited company in the Commercial Register, the management board must submit a petition to the Commercial Register. The following documents should be enclosed with the application:
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the Memorandum of Association;
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the Articles of Association;
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a bank notice concerning the payment of share capital if the share capital must be paid before the entry in Commercial Register;
- the names, personal identification codes and addresses of the founders and the amount of their contributions;
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upon payment by a non-monetary contribution, the agreement concerning the transfer of the contribution to the private (public) limited company, documents certifying the value of the contribution and an opinion on the valuation of the non-monetary contribution signed by the auditor;
- a notarized expression of consent of every member of the board to act as a member of the board and the confirmation of the absence of circumstances that would rule that out;
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the names, personal identification codes and residences of the members of the management board, the supervisory board, and the auditors;
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information on the planned principal activity;
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telecommunication numbers (telephone, fax, etc.);
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other documents provided by law.
The following information shall be entered in the Commercial Register:
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the business name of the private limited company;
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the seat and address of the private limited company;
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the amount of share capital;
- the foundation of the company without making the contributions;
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the date of conclusion of the Memorandum of Association;
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the names and personal identification codes of the members of the management board;
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the members of the management board entitled to represent the private limited company differently than provided for in subsection 181 (1) of the Commercial Code;
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the beginning and end of the financial year of the private limited company;
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other information provided by law.
Documents may be sent with a notary, by post or by electronic means through http://ekanded.eer.ee (Digital signatures can be given only with the ID-card or Mobile-ID. Estonian citizens can access the portal by ID-card, Mobil-ID or via bank-link. Portuguese, Finnish and Belgian citizens can access the portal by ID-card and Lithuanian citizens by Mobile-ID.) All documents must be submitted to the Commercial Register in Estonian or with an appended notarised translation. An application for entry shall be reviewed within five working days after receipt of the application.
Additional information
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