Commercial law in Estonia

reliable business and corporate legal assistance

Are you an entrepreneur, an investor, or a business owner in Estonia?

Stella Einla Law Firm offers expert legal assistance in the field of commercial law – registration of companies, analysis and preparation of contracts and other documents, legal protection of the interests of legal persons, participation in negotiations, advice on transactions, etc.

Relevance and key facts

1. As of February 01, 2023, the minimum capital requirement for limited liability companies (OÜ) has been abolished: one cent is sufficient to register a limited liability company (koda.ee) in Estonia.

2. The Companies Act defines the types of companies: general partnership (täisühing), limited partnership (usaldusühing), private limited company (osaühing), public limited company (aktsiaselts), association (ühistu).

3. The Commercial Code defines the types of companies: general partnership, limited partnership, private limited company, public limited company, and association (riigiteataja.ee, nyulawglobal.org).

4. The new Commercial Register Act harmonizes and simplifies the rules for keeping the register, increasing the legal certainty and reliability of the register data ( https://www.riigiteataja.ee/akt/114032025010 , roedl.com).

5. Commercial law in Estonia guarantees foreign investors the right to equal treatment: to found a company on the same terms as local organizations (lawyersestonia.com).

What we do for you

1. Registration and restructuring of companies

We assist companies in registering with the Commercial Register.

We assist in the merger, division, and restructuring of companies – regulation of obligations, protection of creditors and shareholders.

We ensure compliance with registration requirements – business names, company forms, and change procedures.

2. Advising companies and drafting contracts

We prepare company documents: articles of association, shareholder agreements, merger and share purchase agreements, etc.

We represent interests in the appointment of management bodies and in the formalization of notarial and registration requirements.

3. Protection of the rights of investors and third parties

We advise on shareholder liability issues before company registration: personal solidarity liability in case of lack of assets, etc.

We develop strategies to protect creditors in the event of mergers, divisions and restructuring – notices, disclosure of information, advice in decision-making.

How we can help you

Registration, restructuration, merger, and division of companies; commercial contracts.

Representation in communication with the Commercial Register, preparation of reports, notifications, and other necessary documents.

Legal protection and legal support in case of disputes with creditors, investors, partners, etc.

Professional advice on matters concerning the responsibilities and rights of shareholders with respective authorities.

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