One cent is enough to start a private company

VIRTUAL OFFICE IN ESTONIA
2 min readJul 1, 2023

On February 1, 2023, the new Commercial Register Act entered into force, and in addition, more than a hundred amendments to the Commercial Code will enter into force. We will try to bring them to you little by little.

While currently, the share capital must be at least 2,500 euros according to the Commercial Code, as of February 1, there is no longer a minimum capital requirement. Since the smallest nominal value of a part will continue to be one cent, the share capital must be at least one cent from February.

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At the same time, it should be taken into account that even when establishing a private company with a share capital of 1 cent, in certain cases the shareholder’s liability may still be 2,500 euros. Namely, an amendment to the Bankruptcy Act enters into force on February 1, which stipulates that if the share capital of a private limited company is less than 2,500 euros and the temporary administrator fails to satisfy his claim at the expense of the debtor’s other assets, the temporary administrator has the right to demand compensation of fees and expenses from the shareholder of the private limited company to the extent that remains in the limited company’s share capital and between 2,500 euros.

Due to the elimination of the minimum capital requirement for a private limited company, it will not be possible to establish a limited company without paying contributions from February 1. The situation does not change for those limited companies that have been established in this way, and they can continue under the previous conditions. The only difference is that for private limited companies established without contributions, the prohibition to set off share capital contributions against the shareholder’s claim against the limited company disappears. In particular, the possibility of offsetting may arise if the limited company established without a contribution has made a profit.

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