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Buying a share in Estonian companies

Almost everything related to Estonian company transactions and corporate matters can be done online. Even selling f the shares. So to change the shareholder structure there are a few ways (online and with the help of a notary):


  1. Selling shares

In the OU type company, every shareholder has 1 share and the nominal value of the share can be different (so for example one person is not holding 1000 1-euro shares but is holding 1 share with the value of 1000 euros). The share can be sold as a whole or a share can be split and the share created by splitting can be sold without changing the sharecapital. This can be done even when the sharecapital has not been paid in.This transaction is normally done at the notary with all parties present. With foreign owners involved, it can be done by sending notarized (and apostilled if applicable) powers of attorney to someone in Estonia. It can also be done via a video conference when all parties have a digital id (for example an e-residency card). Make sure you contact a notary that is also working in English.


There is also an opportunity to NOT have the notarial requirement if some other prerequisites are met. The company needs to have sharecapital of at least 10 000 euros (also fully paid in) and the notarial requirement has to be waived in the articles of association. in this case everything can be done with a digital signature.


2. Via sharecapital increase


You can also add new shareholders by increasing the sharecapital and issuing new shares or a new share. For this, the exitsing sharecapital has to be fully paid in (a reminder that to confirm this to the registry no bank statement is needed anymore). Raising sharecapital and adding shareholders (even a foreign company) does not require a notary and can all be done with a digital signature (existing shareholders should have the digital signature option). This option is much simpler but will not of course work in every case - it depends largely on the actual needs and agreements of the company shareholders (bear in mind raising sharecapital also has consequences regarding accounting etc). Also, if one of the shareholders is a foreign company then doing it online is not as simple. But if this does work, then it is a very simple way to make shareholder changes.

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