How to change Estonian Company (OÜ) ownership?
Since 2020, changing Estonian company ownership has become significantly easier, with most cases no longer requiring a notarial deed.
Fully online share transfer is also available for nonresidents
No e-residency required
No notary required
No apostille required
No translations required
Residents of 80+ countries can now sign Estonian company documents digitally without an e-residency. Read more.
3 main share transfer options
1. Changing shareholder structure through simultaneous reduction and increase of share capital.
If the company’s share capital is under 10 000 EUR, it is the easiest and most practical way to change the ownership 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.
Changing shareholders in this way usually takes a few days or a week.
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.
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.