Can I change the ownership of an Estonian company without a notary?
Yes, there are two ways to transfer Estonian company ownership without involving a notary.
1. Simplified Share Transfer
If your private limited company meets the following criteria, you can use the simplified share transfer method:
The company's share capital is at least €10,000
The shareholders have adopted articles of association that waive the notarization requirement for share transfers
These articles of association are already registered in the Business Register
When these conditions are met, share transfers can be completed through a simple written agreement or even by email. The transaction must be in a format that allows for written reproduction.
Important notes:
The agreement does not need to be submitted to the Business Register—it remains an internal document. A board member must file the shareholder change with the Business Register.
Timeframe of the process: It usually takes 5-10 days to increase the share capital up to €10,000 and file the planned ownership change.
2. Ownership Change Through Simultaneous Share Capital Reduction and Increase
This method can be used regardless of the size of the share capital.
How it works: To change existing shareholders in a private limited company, you can simultaneously reduce and increase the share capital.
Example process: If you want to change a shareholder in a company with two shareholders:
Adopt a unanimous shareholder decision to reduce the share capital by the nominal value of the departing shareholder's share.
Simultaneously increase the share capital by the same nominal value and bring in a new shareholder.
The departing shareholder leaves, and the new shareholder takes their place with a share of equivalent size.
Important restrictions:
The new shareholder can only pay for their share in cash.
The change is registered through an entry application submitted by the management board to the Business Register.
The change becomes effective once the entry is made.
Key limitation: Not all shareholders can transfer their full ownership simultaneously to new owner(s). At least €0.01 of share ownership must remain with an existing shareholder, as reducing the share capital to €0 is not permitted.
For a 100% ownership transfer: This process must be applied twice to achieve a complete ownership change.
Timeframe of the process: It usually takes ca 1 week file the planned ownership change.