Setting up a Public Limited Liability Company (AS) in Estonia

A public limited liability company in Estonia is a bit different from the private limited liability company. The main characteristic is that this type of company can list its shares with the stock exchange. This type of business is also known as Aktsiaselts or AS and it is also quite popular in Estonia.

Capital

The minimum share capital required for setting up a public limited liability company in Estonia is 25,550 EUR (400,000 EEK) which is divided in public shares. The minimum nominal share value is 10 EEK. Contributions can only be paid up in cash, unless the articles of association allow payment in assets. If that is the case, an auditor must evaluate the contribution in kind. The initial capital has to be deposited in a bank account before the registration procedure begins. Shares must be registeres in the Estonian Central Securities Register.

Shareholders

At least one shareholder is necessary for setting up a public limited liability company in Estonia. Shareholders do not have any liability for the legal obligations of the company. Information about the shareholders must be registered with the Estonian Central Register of Securities.

Management

The law requires that an Estonian public limited liability company has a management board. Members have the right to represent the company and sign in behalf of the company, but they cannot be members in a managing body of another company in the same business field, according to the Commercial Code. The members of the management board in a public limited liability company in Estonia are appointed by the supervisory board for three years and half of them must be European residents. A chairperson might also be elected. A General meeting is organized every year with the shareholders.

Control

It is mandatory for a public limited liability company in Estonia to have a supervisory board. This body usually consists of three members with the role to appoint and supervise the management board and make decisions regarding the company. There are no requirements regarding the residence of the members in the supervisory board. Members are elected by the General Meeting for a period of five years. Also, a public limited liability company in Estonia must nominate an auditor with a certificate or an auditing company.

Other requirements

There can be signed agreements regarding the procedure for voting in a public limited liability company in Estonia.