What is the fastest and easiest way to change Estonian Company shareholders?

Changing shareholders in an Estonian OÜ doesn't necessarily have to be a long, difficult, and expensive process - it can be accomplished with relatively minimal time and financial expense. Estonia's digital-first approach provides multiple efficient pathways for transferring company ownership and restructuring shareholdings.

Simplified Share Transfer without notary involvement

For the quickest method, your Estonian private limited company (OÜ) can waive the notarial requirement for share transfers. This is possible if:

• Your company's registered share capital must be at least €10,000 and fully paid.

• Your Company’s Articles of Association must allow share transfers without notarization and must be registered in the Business Register.

When these conditions are met, share transfers can be completed using any format capable of producing a written record, including email agreements. The management board must then notify the Business Register of the changes in the list of shareholders.

If these conditions aren't met, you must raise the share capital to at least €10,000, modify the Articles of Association, and specify that notarial form requirements for share transfers are waived.

Other Expedited Options

• Share Capital Increase: To add new shareholders, you can issue new shares and increase the company's share capital. This changes the ownership percentages. The management board can then file these changes in the Business Register.

• Share Capital Reduction and Increase: This method allows for changing existing shareholders by simultaneously reducing and increasing share capital. While it may require two steps for a full 100% transfer, it can be a quicker alternative.

Key takeaway: While a notarial deed remains an option, leveraging Estonia's digital infrastructure and understanding your company's Articles of Association can significantly expedite shareholder changes. Consult with a local legal advisor to determine the most suitable and fastest path for your specific situation.