Estonia Commercial Code

Estonia Company Law

The Estonia Commerical Code is the legislation regarding company law within Estonia. You will find below the key extracts from the Estonia Commerical Code along with the full act.

§9. Company Name

(1) A company may only have one business name.

(2) The business name of a general partnership shall contain the appendage “täisühing” [general partnership]; a limited partnership, the appendage “usaldusühing” [limited partnership]; a private limited company, the appendage “osaühing” [private limited company]; a public limited company, the appendage “aktsiaselts” [public limited company]; and a commercial association, the appendage “ühistu” [association].

(3) Instead of the appendages specified in subsection (2) of this section, a general partnership may use the abbreviation “TÜ”; a limited partnership, the abbreviation “UÜ”; a private limited company, the abbreviation “OÜ”; and a public limited company, the abbreviation “AS” in its business name.

§81. Registered office

(1) The registered office of a general partnership shall be the place from which the general partnership is managed or the place the general partnership operates.

(2) The registered office of a general partnership shall be determined by the partnership agreement.

§ 136. Share capital

Share capital shall be denominated in euros. Share capital shall be at least 2500 euros.

§ 139. Article of Association

The articles of association of a private limited company shall set out:

1) the business name and registered office of the private limited company;

2) 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;

3) the procedure for payment for shares;

4) the specific rights attaching to a share, or of a shareholder;

5) if a share is paid for by a non-monetary contribution, the valuation method of the non-monetary contribution;

6) the formation and amount of legal reserve;

7) if there is a management board and supervisory board, the number of members thereof, which may be expressed as a specific number or a maximum and minimum number, and if necessary, also the specifications for the right of representation of the members of the management board;

§385. Director

(1) A foreign company shall appoint a director or directors for the branch. A director must be a natural person with active legal capacity. A person with respect to whom a court has, pursuant to §§ 49 or 491of the Penal Code, imposed a prohibition on acting as a member of the management board or a prohibition to engage in enterprise, a person who is prohibited from operating within the same area of activity as the branch, or a person who is prohibited to act as a member of the management board on the basis of law or a court decision shall not be a director.

§218. Company Restoration

(3) After a private limited company has been deleted from the register, liquidation may be carried out at the request of a creditor only in the case where the creditor proves that the creditor's claim against the private limited company was not satisfied in the liquidation proceeding, that the creditor has no other possibility for the satisfaction of the claim and that, upon restoration of the liquidation proceeding, the claim could be satisfied, or that the private limited company should not have been deleted from the register because a dispute over the claim existed. Among other, a creditor's demand for supplementary liquidation shall not be satisfied if the creditor has failed, without good reason, to submit the creditor's claim to the liquidators on time.

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