AS (aktsiaselts) — the Estonian equivalent of a public limited company: the capital is divided into shares, which are recorded in the central securities register and may be freely transferred. This structure is for those who need external investors, a licensed activity or a status that an OÜ cannot provide.
First things first: the vast majority of businesses do not need an AS. It is more expensive to set up, requires capital of €25,000, a three-person board and an auditor, and is more complex to maintain. We start by asking why an AS is specifically required – and if the objective can be achieved through an OÜ, we discuss this before any payment is made. If an AS is genuinely required, we handle the entire process: from drafting the articles of association and contributing capital to registering the shares and appointing an auditor.
| Topic | Practical explanation |
|---|---|
| What is it? | Aktsiaselts — a public limited company, the capital of which is divided into shares |
| Authorised capital | At least €25,000, to be paid up prior to registration |
| Founders | One or more natural or legal persons; there are no restrictions on nationality |
| Board of Directors (juhatus) | One member |
| Supervisory Board (nõukogu) | Mandatory, at least three members — the main difference from an OÜ |
| Shares | Registered with the Estonian Central Securities Register |
| Audit | An auditor must be appointed |
| Taxes | Same as for an OÜ: 0% on undistributed profits, tax on distribution |
| Timeframe | Usually longer than for an OÜ: capital contribution, share register and auditor are added |
| Non-residents | A registered address and a contact person are required, as with an OÜ |
If you’re still unsure which to choose, please let us know what you’re planning to do. We’ll compare an OÜ and an AS based on your situation free of charge, including the timelines and budget for each option.
Four situations in which this structure is justified:
If none of these situations apply to you, opt for an OÜ. This will save you €25,000 in share capital, three board members and an annual audit.
An AS has two governing bodies, and this is the main structural difference from an OÜ.
The requirement for a supervisory board often comes as a surprise: you need to find three real people who are prepared to take on this responsibility. A member of the supervisory board cannot simultaneously be a member of the management board, so there must be at least four people in the governing bodies.
If there is no one available to form a supervisory board, this is a strong argument in favour of an OÜ.
An AS requires more administration than an OÜ: an annual audit, maintenance of the share register, and minutes of board and shareholders’ meetings. It is more convenient when all this is handled by a single service provider.
AS companies are considerably less common in Estonia than OÜs, which is to be expected: this legal form was designed for companies with dispersed ownership and external capital, rather than for small businesses.
| Criterion | OÜ | AS |
|---|---|---|
| Minimum share capital | From €0.01 | €25,000 |
| Capital prior to registration | Can be paid later | To be paid up by |
| Board (nõukogu) | Not required | Mandatory, minimum of 3 members |
| Auditor | Only if thresholds are exceeded | Must be appointed |
| Transfer of shares or equity interests | Often via a notary | Via the securities register |
| Tax treatment | The same | The same |
| Maintenance costs | Lower | Higher — audit, advice, register |
| Suitable for | 95% of businesses | Investment rounds, licences, multiple shareholders |
There are no tax benefits to an AS — this is the most common misconception. Both forms operate under the same regime: tax is only payable upon the distribution of profits.
The minimum is €25,000, and this is not a registration fee but the company’s own funds: once registered, these funds can be used for business operations. However, unlike an OÜ, where the capital contribution can be deferred, in the case of an AS, the capital must be paid up prior to registration.
This presents a practical difficulty for non-residents: to contribute capital, you need a bank account, and to open a bank account, the bank usually requires a registered company. This is resolved by means of a deposit account — the bank opens one for the company being set up and issues a certificate for registration. This is the stage at which independent registration most often comes to a standstill.
AS shares are recorded in the Estonian Central Securities Register. For investors, this is an advantage: the transfer of rights is transparent and does not require a notary for every transaction, unlike with OÜ shares. For the owner, it represents an additional expense for maintaining the register.
An AS is required to appoint an auditor, whereas an OÜ is only audited if it exceeds certain thresholds for turnover, assets or the number of employees. This is a recurring cost that must be factored into the budget from the outset.
A common scenario is where a company started as an OÜ, grew, and then required a different legal form to secure an investment round or a licence. Conversion is possible and does not require the company to be wound up: the registration number, history and contracts are retained. You will need to increase the share capital to €25,000, adopt new articles of association, form a board of directors and register the shares.
The difference compared to an OÜ lies not in the registration itself, but in the annual costs: the audit, maintaining the share register, board meetings and shareholders’ meetings with minutes. Over a three-year period, the running costs end up being more expensive than the initial set-up costs.
Half of all applications to register an AS end up as OÜ registrations — because it’s simpler and cheaper. Let us know what you plan to do and why you’re considering an AS – we’ll compare the two structures for your specific situation, including the figures: set-up costs, annual running costs and timelines for each option. If you really do need an AS, we’ll take care of the whole process for you, including the reserve fund and the auditor. The consultation is free of charge.
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