OÜ (osaühing)
What an OÜ (osaühing) is: the Estonian private limited company, with shares, limited liability, a share capital from one cent and a management board.
Law as of 30 Sept 2026. General information, not advice for your situation.
OÜ stands for osaühing, the Estonian private limited company. It is a company whose share capital is divided into shares. The shareholders are not personally liable for its debts, and the company answers for them with all of its assets (Commercial Code § 135).
Key facts
| Fact | Value | Source |
|---|---|---|
| Liability | The shareholders are not personally liable for the company's obligations | Commercial Code § 135 (2) |
| Share capital | In euros; the smallest share is 1 cent, so there is no fixed minimum | § 136, § 148 (1) |
| Paying the capital | In full before the application for registration | § 140 (2) |
| Management | A management board (juhatus) of one or more natural persons, who need not be shareholders | § 180 (1), (2) |
| State fee to register | 200 euros, or 265 euros in the expedited procedure | State Fees Act § 62 (2) |
| Annual report | Filed with the Business Register within 6 months of the year end | § 179 (4) |
| Tax on profit | None while the profit stays in the company; 22/78 when it is distributed | Income Tax Act § 4 (1^1), § 50 (1) |
How an OÜ is founded and run
An OÜ is founded by an entry in the Business Register, through the company registration portal or at a notary. An e-resident can found and run one online (e-Residency). The guide Founding an OÜ covers the steps, and business account against an OÜ compares it with working as a sole trader.
Paying out the profit
An OÜ may pay its shareholders only from profit shown in an approved annual report, and not when its net assets would fall below the share capital plus the reserves that may not be paid out (Commercial Code § 157 (1), (3)). The company pays the income tax on a dividend, 22/78 of the net amount. See dividends for the steps.
General information, not advice for your situation. The law as in force on 30.09.2026.
Sources
Related pages
- Business Register (äriregister)
What the Estonian Business Register (äriregister) is: the public register of companies, who keeps it, what it shows, and what a company files there.
- Income tax (tulumaks)
What tulumaks is in Estonia: 22 percent on personal income, 22/78 on the profit a company distributes, how it is withheld and when it is paid.
- Founding an OÜ in Estonia: capital, articles, name, fees and first steps
How to found an Estonian private limited company (OÜ): the share capital and how it is paid in, the articles of association, the state fees online and at a notary, the business name, the EMTAK activity codes and licences, a company as founder, holding or direct ownership, the first weeks after registration, and the risks of a shelf company.
- Entrepreneur account, sole proprietor (FIE) or OÜ: which one for a freelancer?
How the Estonian entrepreneur account (ettevõtluskonto), a sole proprietor (FIE) and an OÜ are taxed, what each costs you, and when an OÜ is the better choice.
- Paying a dividend from an Estonian OÜ: the steps, the limits and the TSD
The steps to pay a lawful dividend from an OÜ, how much you may pay, instalments, dividends in kind, and how to declare it on the TSD.
- The annual report and the audit of an Estonian OÜ
When an Estonian OÜ files its annual report, what a micro or small company puts in it, who signs and approves it, late filing fines, and the audit thresholds.
Reviewed on 10 Oct 2026. Law as of 30 Sept 2026. General information, not advice for your situation.