To get the registry card, the next steps must be done:

1. The registry card must be printed out and certified.

2. The notary must add an apostille where the target country is described.

3. As a rule, the apostilled document is delivered physically by regular post or courier to the final destination.

Timeframe:

Preparing the physical document takes 1 - 3 days.

Delivery by post usually takes 1 - 2 weeks.

Delivery by courier usually takes 2 - 5 days.

Proving the real local presence is usually necessary on two occasions.

1. When opening a bank account, especially at Estonian credit institutions, banks often refuse to open one if there is insufficient local presence.

2. In certain situations, foreign tax authorities may seek to tax an Estonian company if nothing other than the registration address links it to Estonia.

Under the law, the Estonian company structure must be transparent, and it is not permitted to hide shareholders, board members, or UBOs. This means that for hiding purposes, it is not allowed to use somebody else in the position of the director, shareholder, or UBO.

However, if local presence and know-how are required, then hiring a local sole or second director is fully legal. To avoid misunderstanding, the remuneration for the local director is better paid as a salary rather than issued as a management services invoice.

In case the articles of association are adjusted correctly, the board member can log in to the Business Register portal (with an e-residency card) and file the changes. Usually, changes are published during one business day.

If the articles are not adjusted and board members have no right to file shareholders’ changes, then it is possible to amend the articles of association or use alternative methods.

From a legal perspective, changing the board of directors requires submitting board member applications along with the shareholders' resolution to the Business Registry.

However, your experience and timeline will largely depend on two key factors:

1. Shareholders and board members’ digital signing capabilities.

2. Accuracy of prepared documents, particularly shareholders' resolutions.

There are two ways to change the company shareholders' structure without a notary, which is often a time-consuming and bureaucratic process, especially for foreign owners.

If the shareholders/board members can sign documents digitally with an e-residency card, the full process is relatively straightforward and can often be done in a few days.

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

Three ways to increase the share capital

Monetary Contribution

A monetary contribution made to increase share capital must be fully paid into the private limited company's bank account before submitting the application for increasing share capital to the Commercial Register.

Shareholders' decision in the form of General Meeting Minutes is necessary for almost all changes to the company's registry...

To change board membership in the Business Registry, a Shareholders' Decision must first be made and signed in the form of General Meeting Minutes.

Since 2023, changing Estonian company ownership has become significantly easier, with most cases no longer requiring a notarial deed. However, your experience will largely depend on your digital signing capabilities.

• For e-residents: Everything is quick and straightforward (if done without a notary).

• For EU digital signature holders: The process is a bit different but still relatively easy (if done without a notary).

• For those without digital signing: The process is more complex, regardless of which legal method you choose.