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Estonia Company formation and Registration

Types of Companies / Partnerships A Private Limited Company (with the suffix OU) One person is sufficient to set up the company. A minimum registered share capital ,as defined by law is EEK 40.000 (about EUR 2.550), with a minimum nominal value of EEK 100 per share. Management is in the hands of the company's management board. The liability is for the amount of the capital only. If the share capital is above EEK 400.000, the company must have an auditor. A Public Limited Company(with the suffix AS) A minimum of one natural or legal person is required to set up the company. The minimum registered share capital is EEK 400.000(about EUR 25,500) , with a minimal value of EEK 10 per share, - Management is in the hands of the management board. The shareholders' meeting will appoint a "supervisory committee which controls the management board. The management board must report at least once each 4 months. At least 50% of the management board must be resident of the EU, ECC or Switzerland. - The company's liability is for the amount of the capital only. A General Partnership (with the suffix TU) - All the partners are jointly and severally liable for the obligations of the partnership. - The profit from the partnership is not taxed as from a separate body. The profits of the partnership are divided among all the partners according to their shares in the partnership, other than in instances in which the partnership agreement determines otherwise. A Limited Partnership(with the suffix UU) - The liability of the limited partner is limited to the amount of his investment in the partnership. - At least one of the partners is liable for the obligations without any limit to the amount. Sole Proprietorship(suffix FIE) Co-operative Associations Branch foreign firms are allowed to establish a branch office in Estonia. Additional requirements for companies: The management board has to submit an application to the Commercial Register within 6 months from the foundation agreement. Memorandum and Articles. A bank notice confirming the full payment of the share capital. When the founder is a foreign company, it should supply certificate of existence abroad ,and a notarised foundation agreement abroad. More info: Central Commercial Register.

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