How to change Estonian Company (OÜ) ownership?
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.
3 main share transfer options
1. Transfer of shares via notarial deed.
In the past, this was widely used but often bureaucratic, time-consuming, and expensive, especially if the parties involved did not reside in Estonia. It becomes even more complicated if one of the parties is a foreign company.
For e-residents, this process can also be carried out with the help of a video bridge between the notary and the contracting parties (remote authentication). However, since this requires monitoring numerous details, it presents a significant challenge when dealing with foreign contracting parties.
Read more about company share transfer with remote authentication.
2. Simplified share transfer.
If the private limited company's share capital is at least 10,000 EUR and the shareholders have adopted articles of association that waive the notarization requirement for share transfers (these articles must be registered in the Business Register), then shares can be transferred through a simplified process using either a written agreement or email correspondence.
The share transfer agreement must be in written form or reproducible in writing. The agreement does not need to be submitted to the Business Register and remains an internal company document. A board member then registers the change in shareholding with the Business Register.
It usually takes a few days or a week to increase the share capital and adjust the articles of association. Once this is done, a change of ownership can be filed, generally, in one day. If documents are signed with an EU digital signature, it might take a few more days as the process is a bit different at the practical level.
3. Changing shareholder structure through simultaneous reduction and increase of share capital.
By using this method, it is possible to modify the shareholder structure. No classical share transfer takes place; however, shareholders can cancel a shareholder's shares, modify the size of existing shares, or bring in new shareholders.
NB! With this method, all shareholders cannot transfer their full ownership simultaneously to new owner(s). At least 0.01 EUR of share ownership must remain with the same shareholder because it is not allowed to reduce the share capital to zero.
To alter 100% ownership using this method, this process must be applied twice.
Changing shareholders in this way usually takes a few days or a week. If documents are signed with an EU digital signature, it might take a few more days, as the process is a bit different at the practical level.
The choice of which option to use in specific cases depends on the circumstances. It is better to consult with your local legal or business advisors.