Registry Amendments
for Estonian Companies
Fast and proffessional drafting of business registry documents
Registry amendment types
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Company Ownership Change
Changes to the circle of shareholders in a private limited company can be done in 4 different ways. Since 2023, it can also be done in a simplified way, without a notary.
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Board Members Change
The process and paperwork for adding or removing board members may vary depending on whether you are able to sign documents digitally as an e-resident or not.
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Share Capital Increase
There are 3 ways to increase the share capital of an Estonian Company. Increasing the share capital involves numerous details and requires experience to be successfully executed.
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Articles of Association Change
Articles of Association become important when more than one shareholders are involved or special regulations (e.g. simplified ownership change) are applied.
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Company Name Change
Changing the company name can be challenging, as it requires experience to evaluate whether the chosen name will be accepted.
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Fiscal Year Change
The fiscal year is specified in the Articles of Association, requiring decisions by shareholders and amendments to the articles.
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Share Capital Reduction
Reducing share capital is a multi-step process with specific legal requirements, primarily aimed at protecting creditors. The process takes more than 3 months.
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Address and Contacts Change
Relocating your company from one city to another requires a decision from the shareholders and the creation of a new version of the articles.
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Shareholders Resolutions
Most registry amendments require detailed and accurately drafted minutes to meet the Business Registry requirements and avoid rulings or negative decisions from the Registrar.
3 signing options
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1. Estonian e-residents and residents
All e-residents and ID card owners can digitally sign documents, log in to the Estonian Business Register, and directly file registry amendments by themselves.
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2. EU digital identity/signature users
Documents signed by EU digital Identity users (with “Qualified Electronic Signature”) are, in most cases, accepted by Estonian officials.
Using EU Digital ID for registry amendments is a bit different compared to e-residents, but it is still a relatively easy way to manage your company.
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3. Notary certification + apostille
If previous options are not available, documents must be signed physically, and the signature(s) must be certified by a notary. In most cases, an apostille (stamp) must be added to the document.
Timeframe
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1. Estonian e-residents and residents
Once we have a clear task and the advance payment is made, the required documents can be prepared, usually in one day, often in a few hours.
After documents are digitally signed, they can be submitted to the registry. The registrar will make the decision in 5 business days.
Often, all the process is done in 1 or a few days.
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2. EU digital identity/signature users
Once we have a clear task and the advance payment is made, the required documents can be prepared usually in one day, often in a few hours.
After documents are signed with “Qualified Electronic Signature,” they can be submitted to the registry. The registrar will make the decision in 5 business days.
The process will probably take at least a week.
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3. Notary certification + apostille
Once we have a clear task, we are aware of all signing circumstances, and the advance payment has been made, the required documents can be prepared, usually within 1-2 days.
When documents are signed physically, the signature(s) must be certified by a notary. In most cases, an apostille (stamp) must be added to the document. This usually takes 1 - 3 weeks.
Delivery of documents to Estonia usually takes at least a few days (if the courier is used).
In Estonia, the sworn translator must translate the document (at least partly) into Estonian. This usually takes a few days to arrange.
After documents are translated, they can be submitted to the registry. The registrar will make the decision in 5 business days.
The process takes at least a few weeks.
Costs
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1. Estonian e-residents and residents
Costs typically range from €120 to €300
State fee €25 -
2. EU digital identity/signature users
Costs often range from €150 to €450
State fee €25 -
3. Notary certification + apostille
Costs often range from €300 to €600
State fee €25
Changing Management Board Members
STEP 1. - Shareholders’ Resolution
Changing the management board member(s) is always based on a shareholder resolution. This resolution either recalls an existing board member(s) or elects new ones.
The decision to elect a new board member must be digitally or notarially signed by at least one shareholder.
This requirement doesn't apply if the application submitted to the Business Register is digitally or notarially signed by a board member already registered in the Business Register or by a shareholder of the private limited company, in addition to the new board member.
STEP 2. - Filing amendments in the Business Registry
For the election of a new board member, their consent is required, which they provide in the registration application submitted to the Business Register.
Fiscal year change
The fiscal year must be 12 months long and is typically a calendar year.
To change the fiscal year, shareholders must adopt a decision to amend the articles of association, as the duration of the fiscal year is stipulated in the articles of association. Subsequently, an application to change the fiscal year must be submitted to the commercial register. The shareholders' decision is attached to the application.
The amendment takes effect from the registration of the articles of association amendment.
If Estonian company is subsidiary of a foreign company it’s fiscal year must be the same as parent’s.
A state fee 25 EUR is payable.
Address change
The fiscal year must be 12 months long and is typically a calendar year.
If a company's address changes, it is obligated to register this change in the Business Register.
An address change within the same local government (Tallinn, etc) is carried out by applying to the commercial register.
If the company's address changes due to moving to another local government (from Tallinn to Tartu), this also constitutes a change of location, and it is necessary to amend the articles of association, as the name of the local government is specified in the articles of association. In such cases, in addition to the application, a shareholders' decision regarding the amendment of the articles of association and the new text of the articles of association must also be submitted to the Business Register.
A state fee of 25 EUR is payable only when the articles of association are changed.
Company name change
To change the business name, shareholders must adopt a decision to amend the articles of association, as the business name is stipulated in the articles of association. The suitability of a business name can be checked: https://ariregister.rik.ee/eng/name_query
Subsequently, an application to change the business name must be submitted to the Business Register. The shareholders' decision is attached to the application.
The amendment takes effect from the registration of the articles of association amendment.
A state fee 25 EUR is payable.
Changing Articles of Association
Changing the Articles of Association of an Estonian company is a two-step process requiring a shareholder resolution and subsequent registration.
Changing the Articles of Association of an Estonian company is necessary when the company's internal rules or structure need to be updated. Here are the main reasons why one would need to amend the Articles of Association for an Estonian company:
Process
1. Shareholder Resolution:
Shareholders must pass a resolution to amend the Articles of Association. This resolution must be signed by the shareholders digitally or in plain writing. A qualified majority (usually at least 2/3 of votes) is typically required.
2. Registration in Business Register:
An application to register the changes is submitted to the Business Register.
The decision to amend the Articles of Association takes effect upon its entry in the Business Register. The application submitted to the Business Register must include the shareholder resolution on amending the Articles of Association, the shareholder resolution and the new text of the Articles of Association.
A state fee 25 EUR is payable.
1. Change in Share Capital
2. Change in Business Name (Company Name)
3. Change in Shareholder Rights or Structure
4. Change in Management Structure
5. Adoption of Specific Rules or Restrictions