LEGAL FORM
The most common form of legal entity in Estonia is a limited liability company (Osaühing – OÜ) which is suitable for most kinds of activities. The advantage of a limited company is that the shareholders are responsible for the obligations of the company only for the value of shares they hold.
COMPANY NAME
An Estonian company name can be in any language but must be unique. A registered name can be changed upon request and certain names are prohibited by the Estonian Company Law. Once you confirm that your chosen name is available in the Commercial register, you will be provided with a Certificate of Name Reservation.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is incorporated in Estonia by an application submitted to the Commercial register. The Memorandum and the Articles of Association must be lodged with the Registrar. The memorandum specifies the activities in which the company may engage and the Articles of Association specifies the rules governing the internal management of the company.
SHAREHOLDERS
Shareholders can be legal or physical persons of any nationality and residence. The minimum number of shareholders is one. No upper limit to the number of shareholders.
SHARE CAPITAL
The minimum share capital required to establish a limited liability company is EUR 2500 which shall be contributed by shareholders in cash or in kind before a company registration with the Commercial register. The minimum nominal value of a share is EUR 1.
It is possible to establish a company without prior payment of contribution since January 2011. However, the share capital mentioned in the Articles of Association should be paid at a later stage at a specific period of time. OÜ without contribution is not a new form of Limited Liability Company and the regulation for general OÜ will apply. The Commercial Register will make a notice in the company’s official extract that the company is established without contribution.
Requirements for LLC without contribution:
1. Shareholders may be natural persons only.
2. Articles of Association shall include the term during which the share capital is covered.
3. Until the contribution is made – the shareholders are personally liable for the company’s activities.
4. Until the contribution is made – it is not possible to distribute dividends.
5. The maximum share capital of an OÜ without contribution is 25 000 EUR.
DIRECTORS AND SECRETARY
Only physical persons can be appointed as directors of the company and directors do not have to be shareholders. At least half of the management board of the company must be residents of Estonia or any other EEA member country or Switzerland.
There is no requirement to appoint a local secretary.
REGISTERED OFFICE
Every Company must have a registered office and address in Estonia which should be notified at the Commercial Register.
MEETINGS
Board meetings can be held anywhere as per the convenience of the board.The articles of association or a resolution of the management board or the supervisory board may prescribe that the meeting shall be transmitted in full or in part in real time via the Internet, using two-way communication or any other technically secure manner.
INCORPORATION TIME
It is usually takes 1 – 2 weeks.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of Registered address and registered agent.
- Annual Government Fees.
LEGAL FORM
A duly incorporated limited liability company constitutes a separate legal entity and may sue and can be sued in its own name. Limited Liability Company may take the form of a private company either limited by shares or by personal guarantee of its members or public company. By far the most usual form that businessmen and/or corporations prefer is the private company limited by shares.
COMPANY NAME
Gibraltar companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Chartered or Municipal. Special consent is required for names such as European, Gibraltar or International.
MEMORANDUM AND ARTICLES OF ASSOCIATION
To register a limited liability company, Memorandum and Articles of Association must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.
SHAREHOLDERS
The number of shareholders in a private Limited Liability Company may be from 1 to 50. In the case where there is a sole shareholder, who may be corporate or individual, the Memorandum and Articles of Association should include a special provision stating that there is only one shareholder in the company. Details of shareholders appear on the public file but anonymity can be preserved by the use of nominee shareholders. Bearer shares cannot be issued.
SHARE CAPITAL
Gibraltar Limited Liability Company may be registered with authorized share capital of 2,000 pounds, which is the maximum share capital that attracts the minimum capital duty.
DIRECTORS
The minimum number of directors is one, who may be corporate or individual. The full name, nationality, residential address and occupation together with copy of the passport are required. Details of the directors appear on the public file but anonymity can be preserved by the use of nominee directors.
REGISTERED OFFICE AND COMPANY SECRETARY
Every company, registered in Gibraltar is required to have a registered office and address in Gibraltar, which should be notified at the Registrar`s Office. It is also practical that a Gibraltar resident company secretary is appointed.
MEETINGS
Company meetings need not be held in Gibraltar.
INCORPORATION TIME
3-7 working days.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of company Secretary & registered agent
- Preparing and submitting of Annual Return
OUR SERVICES FOR THE COMPANY FORMATION IN GIBRALTAR INCLUDE:
- Name check and approval
- Filling incorporation documents with the Registrar of Companies
- Registration Forms
- Payment of the Government fees
- Provision of registered office and registered address for one year
- Provision of company secretary for one year
- Rubber stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
SHIPPING COST
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.
