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How to make shareholder changes in an Estonian company?

The most common type of company in Estonia is the "OU" (osaühing) which translates to private limited company. Although many things in Estonia can be done online with a digital signature, changing the shareholder structure could be complicated. Luckily there are many options which we will touch upon below.

  1. Selling shares

In the OU type company, every shareholder has 1 share and the nominal value of the share can be different (so 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 a novel 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. Raising of sharecapital

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. Raising sharecapital and adding shareholders (even a foreign company) does not require a notary and can all be done with a digital signature. 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. But if this does work, then it is a very simple way to make shareholder changes.

There are of course more nuances about the documentation etc and if you need assistance then you are welcome to contact us and check out our Business Service pricing here.

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