Articles of association of an Estonian OÜ

Every Estonian private limited company (OÜ) has articles of association: the document that sets its business name, registered office, share capital and the rules its shareholders agree to follow. The Commercial Code says what the articles must contain, what they may add, and how they are changed later. This guide sets out those rules with the section of the law behind each one, and what it means when you form, buy or change a company.

The guide is general information. The rules were read in the English translation of the Commercial Code in Riigi Teataja on 16 October 2026. The law can change, so check the current text before you sign.

What the articles must contain

The articles of association of a private limited company must set out (Commercial Code § 139(1)):

• the business name and registered office of the company (clause 1);
• the share capital, as a specific amount or as a minimum and maximum, where the minimum is at least one quarter of the maximum (clause 2);
• the procedure for paying for shares (clause 4);
• any specific rights attached to a share or of a shareholder; if there are classes of shares, their designation and the rights of each class (clause 5);
• if a share is paid for with a non-monetary contribution, the method of valuing it (clause 6);
• the formation and amount of the legal reserve (clause 7);
• if the company has a management board and a supervisory board, the number of their members, as a specific number or a minimum and maximum, and if needed the specifics of the board members' right of representation (clause 7¹);
• other terms the law makes obligatory (clause 8).

The articles may also contain other terms that do not conflict with the law. Where a provision of the articles conflicts with the law, the law applies (§ 139(2)).

Who signs

• When the company is founded, all founders sign the articles approved by the memorandum of association (§ 139(3)).
• Articles amended after the company is in the commercial register are signed by at least one management board member. If the board members may only represent the company jointly, all the members who represent it jointly sign (§ 139(3)).

Standard articles in the expedited procedure

A company formed in the expedited procedure uses standard articles of association established by a regulation of the responsible minister (§ 139¹(1)). The rules for them are:

• they contain at least the business name and registered office, the share capital, the procedure for paying for shares and the legal reserve (§ 139¹(2), referring to clauses 1, 2, 4 and 7 of § 139(1));
• the share capital is a specific amount, and the company may not add provisions of its own (§ 139¹(2));
• they replace both the memorandum and the articles of association (§ 139¹(3));
• all founders sign them digitally and state the nominal value of each founder's share (§ 139¹(4));
• they cannot be used by a company in an area of activity with special requirements, if the law requires additional information in the articles of such a company (§ 139¹(5)).

Standard articles suit a simple company. If the shareholders want their own rules — classes of shares, a supervisory board, a higher majority — the company needs articles of its own.

How the articles are amended

• Who decides: the shareholders (Commercial Code § 168(1) clause 1).
• Majority: at least two-thirds of the votes of the shareholders taking part in the meeting. In a vote without a meeting, at least two-thirds of the votes of all shareholders. The articles may require a greater majority (§ 175(1)).
• When it takes effect: only when the change is entered in the commercial register (§ 175(2)).
• What is filed: the shareholders' resolution, the minutes of the meeting or the record of voting, and the new text of the articles (§ 175(2)). The document filed with the register lists all shareholders with the number of votes of each (§ 174(4)).

A change of the business name or the registered office is also a change of the articles, because the articles state them. So is a change of the share capital, unless the articles give it as a minimum and maximum and the new amount stays within them.

What it means when you buy or form a company

• Buying a ready-made company: read its articles before you sign. They show whether shares carry specific rights, the number of board members the articles set and whether a higher majority applies. Our guide to buying an existing company lists what else to check.
• Several shareholders: the articles bind every shareholder. Matters the articles do not cover can go into a separate shareholders' agreement.
• Using the articles abroad: a bank or authority abroad may ask for the articles in English, certified and apostilled.

What we do

• an amendment of the articles, the business name or the board as a register entry — €490 when everyone signs digitally, or €990 by power of attorney through a notary;
• a shareholders' agreement — from €600;
• the articles in English, notarised and apostilled — €300.

You can order the amendment of the articles online. Prices exclude VAT. All communication takes place by email.

Ready to start? An amendment of the articles, the business name or the board as one register entry — signed digitally or by power of attorney. Order.

Official sources

The laws this article names, by the name of their official text, as read on 9 October 2026. For the Estonian acts we read the English translation in Riigi Teataja; the legally binding text is the Estonian one.

• Commercial Code — Riigi Teataja, English translation

Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.

Frequently asked questions

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More on this topic: Company formation.