Selling and buying the shares in Estonian companies

Managing the Estonian company is relatively easy - this includes making certain corporate changes, liquidating etc. Making shareholding changes can still pose quite a challenge and create confusion. Especially as there are quite a few options for this.

In the article we will cover the option of selling the shares without a notary involvement. By default, share sales is a transaction that requires a notarial deed. Although Estonian notarial deeds can nowadays be made online, via video notary, there is still an option to avoid this.

Estonian law says that if a company has a capital of at least 10 000 euros the notarial requirement for a share transaction can be abolished. The abolishing has to be enacted by shareholders into the articles of association.

After those steps have been taken, the shares can be traded freely and a board member confirmation (still signed digitally with the e-residency card) is enough to confirm shareholding changes to the Estonian business registry.

While raising the capital and abolishing the notarial deed requirement is easy, it is important to keep in mind that having a 10 000 euro capital also brings certain accounting requirements. Sharecapital of 10 000 euros is quite high and it has to be actually paid into the company. Also the net assets of the company have to be at least half of the capital - this can become an issue when filing the annual report.

Every situation has a solution and if this raises any questions, please let us know at info@expatlegalestonia.com