Is it necessary to deposit the 2,500 € share capital when opening an OÜ in Estonia?

Short answer

No. Since 1 February 2023, an OÜ no longer has a fixed minimum share capital: the nominal value of a share can start from €0.01 per shareholder, and the share capital contribution is mandatory at the time of establishing a new company.

Share capital requirements for an OÜ

• Minimum: from €0.01 per shareholder.
• When it is paid: for companies established after 01.02.2023, the contribution is made immediately upon registration.
• Where it is paid: into a deposit account via the Business Register, followed by a return of the amount to the company’s bank account (see here: How to return share capital?).
• Cash or non-monetary contribution: the capital can be paid in cash or as a non-monetary contribution. GTPartner.ORG can prepare documents and valuation reports required for registration; an auditor’s review is needed only for large amounts.

Share capital is not a state fee. After registration, this money belongs to the company, can be used for business activities, and can be returned to the shareholders tax-free when the company is closed. You deposit your own post-tax funds and return them without additional tax.

Can the payment be postponed?

If the capital is below €2,500, shareholders may bear financial liability up to that amount and may be required to cover the costs of an interim trustee in the event of bankruptcy.

Important! If you want to increase the share capital after registering the company, specialists at GTPartner.ORG can prepare all required documents and submit the changes to the Business Register.

How does this affect dividends?

• New OÜ: the capital is already paid at registration, so dividends may be distributed if there is profit.
• Old OÜ with unpaid capital: dividends are prohibited until the capital is fully paid.

Dividends are taxed at a corporate tax rate of 22/78 of the net distribution (effective rate approximately 28.2%).

Example: You want to receive €10,000 on your account. 10,000 * 22 / 78 = €2,820. You must pay €2,820 in tax when receiving €10,000. Total cost of paying out €10,000 will be €12,820.

How to contribute and withdraw capital?

Contribution

1. Open an account (bank or fintech in the EEA) and transfer the share capital amount. (You can ask GTPartner.ORG specialists for details on how this is done.)
2. If the company has no account yet, deposit the capital through the Business Register portal and return it to the company’s account once the account is opened.

Reduction and return of capital

Procedure for reducing share capital:

• Shareholders’ resolution, publication of a notice, notification of creditors.
• Waiting period for creditors’ claims — usually 2 months.
• Submission to the register no earlier than 3 months after the notice publication.
• Taxes: a return within the amount actually contributed is tax-free; any excess is taxed as profit distribution.

Tips for capital optimization

1. Start with a smart minimum: choose an amount sufficient for reputation and expenses (often €500–2,500).
2. Non-monetary contribution: equipment, software or IP can be contributed; check with us, an auditor may be required.
3. Return of share capital after registration: this is a return of the deposit from the register to the company’s account, not a payment to shareholders.
4. Plan dividends: sometimes it is more efficient to withdraw part of the funds through a capital reduction.

FAQ

• Can an OÜ be established with €1 capital? Yes, but it still must be contributed at registration.
• Can dividends be paid with unpaid capital? Old OÜ — no; new OÜ — yes, because the capital is already paid.
• How long does a capital reduction take? At least 3 months after publishing the creditor notice.

Conclusion

After the 2023 reform, share capital for Estonian OÜs became more flexible: a company can be registered with almost any amount starting from 1 cent. However, it is important to consider risks, dividend restrictions and legal liability. The optimal capital depends on your business model, and its reduction or return requires a formal procedure. If you need certain equipment to start operations, contribute those funds as share capital. If your activity has no initial costs, you can safely start with €1.