Short answer
A share capital contribution is equity, not sales revenue or a loan. For a new OÜ, shares must be paid for before the registration application is submitted. An older company formed with deferred contributions must apply to remove that register notation after payment. Keep the evidence for your accountant.
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The former general €2,500 minimum no longer applies to a newly formed Estonian private limited company, or OÜ. RIK’s instructions state that each shareholder’s share has a minimum nominal value of one cent. Choose capital according to the business’s funding needs: a one-cent share does not pay its operating costs. Founders must pay for their shares in full before submitting the registration application. A company formed under the former deferred-contribution rules needs a separate check of its formation documents and register entry.
How do you make and document a cash contribution?
- Check the agreed capital and each founder’s contribution in the formation documents.
- Follow the payment instructions in the e-Business Register. RIK allows contributions outside the portal to be confirmed for capital up to €50,000, or a court deposit account to be used. Above that amount, its portal instructions require the deposit account.
- Keep the payment confirmation or other evidence that the money was transferred. Identify the shareholder and purpose.
- Give the documents to the accountant and check the resulting register entry.
A confirmation in the portal does not replace the actual contribution. After registration, capital paid to the court deposit account must be requested for transfer to the company’s account. Contributions of assets instead of money have separate valuation and documentation requirements.
What if the company was formed with unpaid capital?
For an older OÜ registered with deferred contributions, paying the money does not by itself remove the register notation. RIK instructs the company to submit an amendment after payment: select the company, open the amendment application and its capital section, and request removal of the deferred-contribution notation. Obtain the required signatures and pay the state fee shown in the portal. Check the outcome of the application and give both payment evidence and the register information to the accountant.
How does share capital differ from a shareholder loan?
A capital contribution belongs in equity, not sales revenue. A loan from a shareholder is a company liability with documented repayment terms. The bank balance alone does not distinguish them.
For example, a shareholder pays €1,000 as capital and separately lends €2,000 under a loan agreement. The company receives €3,000, but this is neither €3,000 of sales nor a single €3,000 loan. The accounting entries also depend on whether unpaid capital was previously recorded and on the registration stage.
Can the company use the contributed money?
The money can fund documented company expenses; share capital does not have to remain untouched in a bank account. The company must still observe solvency and net asset requirements. The contribution does not entitle the shareholder to transfer the same amount back for personal use. Loan repayment, dividends and capital reduction have different legal bases and potential tax consequences. If earlier contributions are unclear, start by matching bank statements to formation documents and register information.
Official sources
This guide provides general information. The treatment of a particular transaction depends on its circumstances and the rules in force at the time.
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