How to change Estonian Company shareholders without a notary?
There are three ways to change the company shareholders' structure without a notary.
1. Adding Shareholders Through Share Capital Increase
Best suited for bringing in new shareholders when the existing shareholders' share sizes do not need to be reduced. For example, if a company's share capital is 1 EUR and you want to bring a new shareholder into the company, it's not practical to start dividing this share - it's simpler to increase the share capital and issue a new share to the new shareholder.
Duration of the process
An experienced specialist needs a few hours to prepare the necessary documents. The Business Register makes its decision within five working days.
2. Changing Shareholdings Through Share Capital Reduction+Increase
Suitable when you want to reduce the share sizes of one or more shareholders, but do not want to increase the share capital to 10,000 euros (see option 3). For example, if a company has two shareholders with 50 EUR + 50 EUR, one shareholder can very easily transfer their shareholding (partially or fully) to the other shareholder.
Duration of the process
An experienced specialist needs a few hours to prepare the necessary documents. The Business Register makes its decision within five working days.
3. Simplified Change of Shareholdings
Suitable and intended for situations where a private limited company needs to constantly change shareholders and a minimum share capital of 10,000 euros is not a problem. This is particularly well-suited for STARTUP-type companies where shareholding sizes may change or the company's own shares need to be redistributed under certain conditions.
Duration of the process
An experienced specialist needs a few hours to prepare the necessary documents. The commercial register makes its decision within five working days. Once this is done, the ownership changes can be filed later by the board member and will be seen in the Business Register usually within one business day.
Signature options
The timeframe for filing the owners’ change in registry depends on the signing method.
"Digital signing with an e-residency card streamlines the entire process for shareholders and board members, often allowing completion in just a few days.
EU Digital ID holders also benefit from a fully digital workflow, eliminating the complexities of traditional paper-based signatures that require notarization and often apostille certification. However, with EU Digital ID the process is slightly different.
For those who can't sign digitally, the process is usually more complicated, involving three steps:
Signing required documents in the presence of a local notary
Translating at least part of the document(s) into Estonian
Usually, this process takes at least a few weeks to accomplish."