The Estonian judicial system is based on the Continental and the German legal systems. The particularity of the Estonian law system consists in the fact that all legal matters are resolved according to these codifications.
The commercial law in Estonia provides the same benefits for foreign investors as for local companies. Foreign investors can open companies in Estonia without any special requirements or restrictions. Estonia has international treaties that protect foreign investments with several countries and it also has double taxation agreements with over 30 countries.
In September 1995 a new Commercial Code was enabled and its role is to define the Estonian company and the role of the Commercial Register. There are five types of structures the Estonian Commercial Code acknowledges.
Natural persons are allowed to start sole proprietorships in Estonia and can register with the Commercial Register if they want to or if they register as tax payers under the Estonian Value Added Tax Act.
Two or more persons are allowed to enter a general partnership and each one of them will be held liable for the obligations of the partnership. The law does not require a start-up share capital but the partners must submit to the Commercial Register data regarding the name, the business activity and the share contributions. This type of Estonian partnership can be dissolved by agreement, by a court’s ruling or at the end of a project.
The Estonian limited partnership can be started by two or more individuals, where one of the partners will be a general partner and will be held liable for the obligations of the company with all his or her assets, while the limited partner will be held liable to the extent of his or her contributions. The limited partner will not have management or representation rights unless agreed otherwise.
The Estonian private limited company is made by two or more shareholders that must bring a minimum share capital of 2,500 euros, with a nominal value per share of 1 euro. The main advantage of the private limited company is that the shareholder will not be held liable for the company’s obligations. The private limited company must have at least one director and a management board and also an auditor if the share capital exceeds 25,000 euros.
The Estonian public limited company can be incorporated by one or more individuals or legal entities and the shares of the company will be traded on the stock exchange. The minimum share capital for a public limited company is 25,000 euros and the minimum nominal value of a share is set at 10 eurocents. The shares of this type of company must be registered with the Estonian Central Register of Securities. Public limited companies in Estonia have general meetings of the shareholders, management board and a supervisory board. The general meetings of the shareholders has the greatest authority, appoints the supervisory board and meets once a year. The management board is the administrative body of the company and manages the company, while the supervisory board appoints and controls the management board. Members of the management board cannot be in the supervisory board.
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