Single vs multi‑shareholder Estonian OÜ: Which is better for e‑Residents in 2025?

Choosing the right shareholder structure is one of the first real strategy decisions when you start an Estonian company as an e‑resident. Should you keep things simple and launch a single‑shareholder OÜ, or bring in co‑founders and register a multi‑shareholder company from day one? This guide explains how both options work in Estonia, what the share capital rules look like in 2025, and how Unicount helps you set everything up correctly.

What “single‑shareholder” and “multi‑shareholder” mean in Estonia

For Estonian private limited companies (OÜ), the concept is straightforward:

• A single‑shareholder OÜ has exactly one founder and one shareholder.
• A multi‑shareholder OÜ has two or more shareholders, who can be individuals or legal entities.

Both structures use the same legal form (OÜ), the same Commercial Code rules and the same digital company registration system. The main differences are about decision‑making, ownership splits, responsibilities and practical setup.

Why most e‑Residents start with a single‑shareholder OÜ

For freelancers, consultants, developers, online store owners and other digital solopreneurs, a single‑shareholder OÜ is usually the fastest and cleanest option.

Key advantages:

• Very simple registration – you control 100% of the shares and can complete the entire process in minutes using your digital ID.
• No co‑founder alignment issues – no need to negotiate ownership percentages, voting rules, or shareholder rights at the very beginning.
• Straightforward bank/fintech onboarding – service providers and payment platforms often prefer clearly structured, single‑owner companies.

From Unicount’s perspective, this is normally the most efficient way for an e‑resident to test a new business idea, run a small remote team or work as a contractor under an Estonian entity.

When a multi‑shareholder OÜ makes more sense

If you are launching a startup with co‑founders, planning to invite investors, or running a business where several people truly share the risk and responsibility, starting with a multi‑shareholder OÜ can be the smarter long‑term move.

Typical reasons to choose multiple shareholders from day one:

• Founders want clear equity stakes (for example, 60/40 or 50/30/20) to match effort and investment.
• Future funding rounds are planned and you want a transparent cap table from the beginning.
• Corporate shareholders (such as holding companies or venture funds) must own shares directly.
• You want governance that doesn’t depend on a single person, for example requiring more than one vote for major decisions.

Unicount’s online company formation service is currently optimised for one individual founder, because the Estonian Business Register API only supports a single natural‑person founder in this automated flow. If you need a multi‑shareholder structure, several board members or Estonian companies as founders, you can still work with Unicount by:

• registering the company directly via the state e‑Business Register, and
• adding Unicount’s virtual office and/or contact person services to meet Estonian legal requirements and get ongoing support.

This way, co‑founders use the e‑Business Register to set up the ownership structure they want, while Unicount provides the address, contact person and later accounting and compliance services your multi‑shareholder OÜ needs.

Share capital rules in 2025: Why the number of shareholders is important

Since 2023, Estonia allows very low share capital for OÜs. The minimum nominal value of one share is €0.01, and the total share capital is calculated by multiplying this value by the number of shares. In practice, this means:

• A single‑shareholder OÜ can be created with share capital starting from just €0.01.
• A multi‑shareholder OÜ must have at least €0.01 per shareholder, so the absolute minimum grows with each founder.

While this sounds symbolic, share capital still matters:

• It is not a fee, it belongs to the company and can be used for business expenses once registered.
• If your paid‑in share capital is below €2,500, shareholders can be personally liable up to the difference between €2,500 and the actual capital if the company goes bankrupt.
• A more realistic capital level signals credibility to banks, partners and clients.

Unicount’s recommendation: treat share capital as a small but serious investment in your Estonian company, especially if you plan to work with larger B2B clients or apply for financing later.

Decision‑making, board and ownership: Key practical differences

Single‑shareholder OÜ

• You are the only owner and typically the only management board member.
• All resolutions are effectively your own decisions and are easy to document.
• Profit distribution, strategy changes, and exits are under your full control.

Multi‑shareholder OÜ

• You must assign share percentages to each shareholder during registration.
• Anyone owning more than 25% is generally treated as a beneficial owner, which must be declared publicly.
• The management board can have one or several members; co‑founders often sit on the board together.
• The Estonian Commercial Code sets default voting thresholds for important decisions (such as changing articles of association, increasing share capital, or selling the business), but you can adjust these rules in the articles.
• Other shareholders normally have a pre‑emptive right to buy shares if someone wants to sell, unless your articles or separate shareholders’ agreement say otherwise.

For teams, Unicount strongly advises drafting a shareholders’ agreement alongside your articles of association. This document sets expectations on vesting, exits, decision‑making and what happens if someone leaves the company.

Registration process: Single vs multi‑shareholder Estonian OÜ

The basic steps are similar for both structures:

1. Log in to Unicount’s company formation portal using your Estonian digital ID.
2. Reserve your company name and select your main business activity.
3. Enter basic personal details. Unicount collects and verifies client data for compliance.
4. Choose your share capital amount (€0.01 minimum) and select additional services like legal address and contact person.
5. Pay the fixed state fee online, review the application, and submit. Unicount forwards everything directly to the Estonian Business Register.
6. Expect approval within one business day

Differences for multi‑shareholder companies:

• Every shareholder must be listed with their exact share amount.
• All shareholders who can sign digitally must approve the application.
• If any shareholder is a legal entity, or someone cannot sign digitally, registration usually needs to go through a notary in Estonia.

Unicount’s online formation service supports only one individual founder due to the Business Register’s technical limitations. If you have multiple founders, multiple board members, or legal entities as co-founders, simply set up your company via the official Estonian e-Business Register. 

Banking and fintech: Does shareholder structure matter?

Banking partners and fintechs mainly care about clarity and risk, not just the number of shareholders. However:

• Single‑shareholder companies with transparent activities are often faster to onboard.
• Multi‑shareholder OÜs may be asked for extra documentation, such as shareholder agreements, source of funds explanations or group structure charts.
• Corporate shareholders and complex cap tables can slow down KYC procedures.

When should you switch from single to multi‑shareholder?

Many e‑residents start with a single‑shareholder OÜ and bring co‑founders in later. Typical trigger points:

• A new partner contributes capital, IP, or a critical client base.
• An investor wants equity in return for funding.
• You want to formalise an informal collaboration into a real joint venture.

In Estonia, adding shareholders later is relatively straightforward:

• Update share capital and share distribution through the Company Registration Portal.
• Register any new beneficial owners.
• Adjust articles of association and your shareholders’ agreement to reflect the new structure.

How Unicount helps you choose and implement the right structure

Whether you are a solo founder or part of an international team, Unicount supports you at every step:

• For single founders, Unicount offers one of the fastest online company formation services in Estonia, bundled with virtual office and contact person so your OÜ is compliant from day one.
• For multi‑shareholder or more complex structures (several founders, board members or corporate shareholders), Unicount connects your new OÜ to Unicount’s virtual office, contact person and accounting services.
• With ongoing accounting and tax compliance services, Unicount ensures your company meets reporting deadlines and avoids common mistakes.

By choosing a structure that matches your real business plans and implementing it correctly from day one you make it much easier to grow, attract partners and stay compliant as an Estonian e‑resident entrepreneur.