Estonia Company Types in 2026: Why the OÜ Wins

Estonia company types come in four flavors: the OÜ (private limited company), the AS (public limited company), the FIE (sole proprietorship) and the branch of a foreign company. If you are a non-resident founder, what is actually true of this guide is one sentence long.

Verdict: choose the OÜ. According to the official e-Residency programme, 99% of companies created by e-residents are OÜs (official statistic, published 2022), and the reasons apply even more strongly today: €0.01 minimum capital since the February 2023 reform, full limited liability, 100% foreign ownership, no resident director, and Estonia's 0% tax on retained profits. The rest of this guide explains why, and covers the three narrow cases where something else makes sense.

This is general information, not legal or tax advice. Estonian figures are official as of July 2026; foreign comparison figures are stated as of the same date and change often. Confirm anything you rely on with the e-Business Register, EMTA or a qualified advisor.

The four Estonian company types at a glance

Here is the full menu, with the column the official sources never print:

Two structural facts apply to all of them and matter for this audience. First, 100% foreign ownership is allowed and no shareholder or board member needs to live in Estonia. Second, everything sits in a fully public e-Business Register, so your name as owner and board member is visible online.

If your question is not "which type" but "am I even eligible to register remotely", that is a different topic: see the non-resident eligibility guide for who can use e-Residency and who needs the notary route.

OÜ — the default

• Pick this unless a trigger below applies to you
• €0.01 minimum capital per shareholder
• Liability limited to the company

AS — only for public capital

• Trigger: raising capital publicly, or IPO ambitions
• €25,000 minimum capital
• You can convert later if it ever becomes real

Filiaal — only for a foreign parent

• Trigger: an existing foreign company that must trade under its own name
• Not a separate entity: the parent is liable

FIE — not for non-residents

• Only relevant to an Estonian resident with tiny local side income
• Unlimited personal liability
• Immediate 22% + 33% tax, with your personal assets on the line

OÜ vs US LLC vs UK Ltd vs German GmbH

Most guides compare Estonian entities with each other. That is not the decision you are actually making. A cross-border founder compares an Estonian OÜ against a Delaware LLC, a UK Ltd or a German GmbH. Here is that table, as of July 2026:

The line that decides most cases is the tax model. A US LLC owned by a non-US person is typically a pass-through: the entity pays nothing, you are taxed personally as profits arise, wherever you are taxable. An OÜ is the opposite: profit kept in the company is taxed at 0%, and Estonia only takes its 22/78 share when you distribute dividends.

So the honest split is: reinvesting profits to grow, and want an EU entity, points to the OÜ. Pulling out every euro as you earn it makes the deferral worth little, and the pass-through LLC or your home-country entity may beat it. What the deferral does and does not protect you from at home is covered in taxes for non-resident owners.

One more line worth underlining: privacy. Delaware does not publish member names; Estonia publishes everything. If a public register is a dealbreaker, Estonia is the wrong jurisdiction regardless of entity type.

The €0.01 capital rule is real, and it changed twice at once

Half the internet still gets this wrong, including guides labeled 2026, so here is the exact legal position as of July 2026.

On 1 February 2023, Estonia amended § 148 of the Commercial Code with a double effect:

• The €2,500 minimum share capital was abolished. The minimum is now €0.01 per shareholder. A single-founder OÜ can legally exist with one cent of capital.
• The deferred-contribution option was removed. Before 2023 you could register an OÜ "without capital" and promise the €2,500 later. That mechanism is gone: whatever capital you declare must now be paid in at registration, even if it is one cent.

That second point is the part that usually goes unexplained. The reform did not make capital "free", it made it honest: tiny but real, instead of large but deferred. Founders who registered under the old deferral rules remain personally liable up to the unpaid amount until it is contributed.

US LLC (Delaware)$0

Estonian OÜ€0.01

UK Ltd£0.01

German GmbH (paid half)€12,500

Estonian AS€25,000

If you still see €2,500 quoted as the OÜ minimum, you are reading a page written before February 2023, or copied from one. Treat everything else on that page with matching suspicion. Registration mechanics, including the €265 online state fee and the cheaper €200 notary route, are in the step-by-step registration guide, and the full bill is itemized in the cost guide.

Why €1,000 to €2,500 in capital is still the rational choice

Here is the corollary the €0.01 headlines skip: legal minimum and commercial minimum are not the same number.

• Banks and payment institutions read capital as a signal. A company applying for an account with €0.01 of capital looks like exactly what compliance teams are trained to flag: a shell created for the price of nothing. With non-resident applications already facing elevated scrutiny, a one-cent balance sheet is a self-inflicted red flag. See the business bank account guide for how those reviews actually work.
• Counterparties see the register. Estonian company data is public. Clients, suppliers and marketplaces can and do look up your capital before signing.
• Net assets rules bite trivially fast. Estonian law expects net assets to stay above half of share capital. With €0.01 of capital that threshold is meaningless in the safe direction, but a token capital also means the first months of losses put your equity negative on a public register.

The pragmatic play, and what most serious founders do: register with €1,000 to €2,500. It is small enough to be painless, large enough to read as a real business, and you can pay it in from any EEA bank or payment institution.

Until 31.01.2023€2,500 minimum, and the contribution could be deferred, leaving the founder personally liable for the unpaid part

From 01.02.2023€0.01 minimum per shareholder, but the contribution must be paid at registration

1. Until 31.01.2023€2,500 minimum, and the contribution could be deferred, leaving the founder personally liable for the unpaid part
2. From 01.02.2023€0.01 minimum per shareholder, but the contribution must be paid at registration

FIE: the tax trap, in numbers

The FIE (füüsilisest isikust ettevõtja) is Estonia's sole proprietorship, and for a non-resident founder it fails on every axis at once. No competitor page puts numbers on this, so here they are, as of July 2026:

• Tax as you earn, not as you distribute. FIE business income is hit with 22% income tax plus 33% social tax as it arises. There is no deferral. An OÜ pays 0% on the same profit until you take it out.
• Unlimited personal liability. The FIE is you. Business debts are your debts, reachable to your personal assets.
• No separation for banking or contracts. You cannot sell shares, bring in a co-founder, or exit cleanly.

Run the comparison on profit you intend to reinvest: the OÜ's Estonian bill this year is zero, the FIE's is over half the profit once both taxes stack. The FIE exists for Estonian residents with small local side income. If you are reading this guide, it is not for you, and most e-residents cannot make practical use of it anyway.

99%of e-resident companies are registered as an OÜ

€0.01minimum share capital per share since the 2023 reform

€25,000minimum capital for an AS, the reason almost nobody starts there

When the AS makes no sense (which is almost always)

The AS (aktsiaselts) is Estonia's public limited company, and the marketing-free assessment is short. It requires:

• €25,000 minimum share capital, paid in.
• A supervisory board of at least three members on top of the management board.
• A mandatory auditor.

What it buys you is the ability to raise capital publicly and eventually list shares. Unless you are launching a bank, an insurer or a company with a near-term IPO plan, the AS gives you German-style overhead with none of the benefit. Startups raising ordinary venture rounds do it with an OÜ.

The practical advice, stated plainly: ignore the AS entirely. Estonian law lets you convert an OÜ into an AS later if you ever genuinely need one. Starting as an AS "to look serious" burns €25,000 and two extra governance bodies for a signaling benefit that does not exist.

The contact person rule, post-2023 version

This is the most persistently misquoted compliance rule in the cluster. The old rule, still repeated by content written between 2019 and 2022, said a licensed contact person was required whenever the management board was located abroad.

The current rule, in force since the 2023 changes, is different: a contact person is required only if the company's registered address is outside Estonia. In practice, most non-resident founders use a local virtual-office provider that bundles an Estonian registered address with the contact person service, which satisfies the rule either way. Budget for it as a recurring cost, not a one-off: pricing and the renewal trap are detailed in the cost guide.

Branch vs subsidiary OÜ

If you already own a company abroad, you have a fourth option: registering a branch (filiaal) instead of forming a new OÜ. The decision criteria:

The branch makes sense in one scenario: an established foreign company that must operate in Estonia under its existing name and does not want a separate subsidiary. For everyone else, and for every new venture, the subsidiary OÜ wins: liability stays contained, the parent's books stay private, and the OÜ gets Estonia's full deferral regime.