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Changes in minimum share capital

Amendments to the Commercial Code will come into force on February 1. 2023

Vadim Donchevski
1/31/2023
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Since February the 1st 2023 it is not allowed to establish companies with unpaid capital. Required minimum contribution amount has been decreased to 1 eurocent

Amendments to the Commercial Code will come into force, according to which it will no longer be possible to establish a private limited company without contributing the share capital. 

The share capital may be set in the articles of association as small as EUR 0.01 for registering of new private limited company, hence the liability of shareholders to creditors remains limited to the former minimum capital threshold i.e., EUR 2,500. 

The establishment of company by non-residents of Estonia has been made more complicated because they need to open a bank account and pay in share capital (at least 1 eurocent) before submitting of a petition to Commercial Register. Alternatively, Commercial code allows to register a new company with contribution in kind which is cover share capital nominal value. 

Please contact our advisers for consulting and assistance in establishing a company without monetary contribution.

Our team


Vadim Donchevski
Vadim Donchevski
Partner, CPA, CFE, Audit and Advisory Services
Crowe DNW OÜ
Madis Valk
Madis Valk
Partner, CPA
Crowe DNW OÜ
Anton Mullo
Anton Mullo
Director, Audit & Accounting, CPA
Crowe DNW OÜ
Afag
Afag Trubitsona
Manager, Audit & Tax Senior
Crowe DNW OÜ