Estonian company incorporation, formation, foundation

ESTOEST

Estonian
company
formation
foundation
incorporation
or
ready made PLC
for 500 €
Private commercial association - private limited company - PLC in the sphere of small business with the number of shareholders from 1 to 10, with the number of members of the board from one to three. The company name is any with the use of the Latin alphabet, numbers, signs. Avoid geographical names, the repetition of already known brands in the Register of Estonian Enterprises. The founders / beneficiaries and members of the management board can be residents and non-residents, non-residents need to invite and register in the Charter a secretary contact person.
MAIN PLC REGISTRATION SERVICE CONTACT

Private Limited Company - PLC

Target:  the business Association is excellent for organizations in the field of small business with the number of shareholders no more than 5-10 people
Founders: can be legal and natural persons, residents and non-residents.
Title: any name using the Latin alphabet.
Registered address: within the Republic of Estonia.
Capital: minimum capital is 2500 €.
Shares:  the Lowest nominal value of the unit is 10 €. If the nominal value of the share exceeds 10 €, it must be to be the full multiple of 10 €. Shares can have the same or different nominal value. Each shareholder can have one share. In case of purchase the shareholder of the additional share accordingly increases the nominal value share's. Pai gives the shareholder the right to participate in the management of PLC, in the distribution of profit and the division of the remaining property after the termination of the PLC. On the PI can be issued a security. The unit is freely transferable. In case the purchase and sale agreement must be notarized.
Shareholders Meeting:

decisions of shareholders are made at meetings. The meeting of shareholders shall be convened  board. The Board convenes a meeting to approve the report for households. year and distribution of profits, as well as other statutory cases.

  • the competence of shareholders includes: amendments to the Charter;
  • increase and decrease in share capital;
  • election and recall of Council members;
  • if the PLC does not have a Board – elections and recall of Board members;
  • election of auditor;
  • the appointment of a special audit;
  • approval of the report for the economic year and profit distribution;
  • the decision on termination, merger, division and transformation JSC;

  • section of the unit;
  • decision-making on other matters within the competence of the law general meeting.

the Meeting may decide if there is more than half of the meeting represented by shares of votes. The decision of the meeting of shareholders is considered to be accepted, if more than half of the shareholders represented at the meeting are submitted for it voices'. The decision to amend the Charter shall be deemed adopted if for it is submitted not less than 2/3 of the votes presented at meeting of shareholders.

Shareholders have the right to make decisions without convening a meeting.

Tip:   PLC should have a Board if the share capital amount exceeds   25000 € and the management Board of the PLC consists of less than three members or if it is provided by the Charter of PLC.
Board: the Daily activities of the company are carried out board. A Board member does not have to be a shareholder. Minimum number of Board members - 1 person. Members of the Board may be individuals, residents and non-residents.
Shareholders:   payments to shareholders can be made once per year from net profit or retained earnings for previous households. years. The shareholder is paid part of the profit (dividend) in proportion to the cost his Pai.
Accounting: the management Board shall organize the accounting in accordance with The law on accounting. At the end of the business year the management Board makes annual report and the report on activity in the order established the above mentioned law.
The period of entering the company into the register: up to 1 week from the date of submission of documents to the commercial register.
Enterprise Liquidation: PLC terminated by the decision of shareholders, the decision the court, in view of the fact that he lost his power and otherwise provided by law or Charter grounds. In the event of termination of the PLC held its liquidation (liquidation proceeding.) The liquidators of the PLC are members of the Board. The liquidator may be a capable individual.
Transfer of Estonian company to another jurisdiction: not possible
Taxes: 

income tax 26/74 in the event of a payout in the form of dividends; 0% in case of reinvestment of profit in production;
turnover tax (VAT) – 20%.

Advantages of PLC:

  • limited liability
  • as a legal entity is not subject to 26/74 income tax
  • the amount of authorized paid-in capital is small (compared to LTD)
  • no additional advice required (only if the share capital over 25,000 € and on the Board of less than 3 members)
  • protection of owners of PLC
  • each owner of PLC has a pre-emptive right to purchase shares of other owners
  • cheaper government duties (compared to JSC)
  • ideal for small and medium businesses


ESTOEST PLC, Tallinn, Estonia, +372 56619154, estoest@hot.ee
MAIN PLC REGISTRATION SERVICE CONTACT