By establishing the Estonian OÜ company, each founder must make important decisions with respect to the newly created legal entity. The matters which should be taken into account include the amount of share capital, the personal composition of the management board and most importantly the shareholder structure.

Who can become a shareholder in OÜ?

When analyzing the issue of the shareholder structure in the Estonian OÜ company, many people wonder how to properly construct it. Similarly, to other countries e.g. Poland, there is freedom of choice here. The shareholders of the newly created entity can be both natural and legal persons (individuals and entities). There are also no restrictions on their residences. Thus, foreigners are allowed to own 100% of the company’s shares. Depending on the adopted shareholder structure, it will be necessary to provide various documents before registering the Estonian company.

Verify if the company has paid-up share capital
In order to pay out a dividend from an Estonian company the minimum share capital of 2500 euros has to be paid in advance. When establishing a company in Estonia, you have the possibility to postpone the payment of the share capital until after the whole process of registration is completed. This may lead to a situation in which the company operates despite unpaid share capital. Therefore, before you decide to pay out a dividend make sure that the share capital had been fully paid.

Make sure you have met all the formal requirements
The payout of dividend is made on the basis of the financial result shown in the annual report. That’s the reason why the company’s annual report has to be accepted and signed by all members of the board. In addition, make sure that the amount you wish to pay out does not exceed the retained/not distributed profit shown in the company’s annual report. Moreover, you should ensure that after the pay out of the dividend company’s net assets will not fall below the value of the paid-in or minimum share capital – depending on which of these values is higher. If you met all the conditions mentioned above, you can proceed to the next step.

In order to provide the highest quality of our services, we are constantly aiming to strengthen our position in the accounting area. Thus, we are glad to inform you about us joining the Association of Estonian Accountants (AEA). By participating in the organization, we have the opportunity to engage in an active discussion on the changes in Estonian tax law, as well as express our opinion. Moreover, by participating in the AEA we will be able to take part in discussions with the Ministry of Finance on the continuous development of accounting area.

The AEA was founded in 1996. The organization unites more than 650 members, which include both natural and legal persons. The aim of the association is to educate and qualify accountants. Moreover, it actively engages in a dialogue with the government on the development of accounting.

The Estonian CIT structure, which is collected only at the time of distribution of profits, also required the implementation of mechanisms that counteract hidden dividend payments. Seemingly, it is easy to classify expenses that are necessary to ensure business continuity and work efficiency. However, very often entrepreneurs are not aware at the time of the transaction that they thereby generate a taxable purchase. We decided to facilitate this by preparing a list broken down into those expenses that do not require the payment of taxes and those on which you must pay corporate income tax. We want to stress that our list presented below is general, and expenditure should always be assessed on a case-by-case basis, taking into account the company’s activities.
Untaxed expenditures incurred by the OÜ company in Estonia