Buying a company, selling one, merging two companies or dividing one is a legal project with a fixed order of steps: structure, due diligence, documents, signing, closing and filings. When one of the companies is outside Estonia, a second legal system is added. This guide explains how an Estonian and a cross-border transaction is structured, how the project runs step by step, what documents it produces, and what our M&A services include.
The guide is general information, not legal advice.
Share deal, asset deal, merger or division
- Share deal — the buyer acquires the shares; the company with all its contracts, licences, liabilities and history stays the same. For an Estonian OÜ the transfer is a notarial deed (Commercial Code § 149).
- Asset deal — the buyer takes over selected assets, contracts or a whole enterprise (Law of Obligations Act transfer of an enterprise); employees pass with it under the Employment Contracts Act.
- Merger — two or more companies become one (Commercial Code §§ 391–403); creditors are protected by a notice and a waiting period.
- Division — a company splits its assets to new or existing companies (§§ 434–463).
- Cross-border merger or division — within the EU under Directive (EU) 2017/1132 as amended by Directive (EU) 2019/2121, with a pre-merger certificate from the competent authority of each state.
The choice between a share deal and an asset deal is mainly about risk, tax and what can be transferred: a share deal carries the target's history with it, including anything undiscovered, while an asset deal lets the buyer pick which contracts and liabilities to take on — but not every licence or contract is transferable this way, and some need the counterparty's or the regulator's consent.
Merger control applies where the parties' turnovers exceed the Competition Act thresholds, and some sectors need the regulator's consent before a qualifying holding changes hands — a licensed company cannot simply be sold.
Can a licensed company simply be sold?
No. A change of a qualifying holding in a licensed entity usually needs the prior approval or notification of the supervisor, and merger control may apply above the Competition Act thresholds. Both steps have their own timelines set by the authority, not by the parties, and they have to be built into the transaction timetable before signing — not discovered afterwards. A buyer who signs first and asks the regulator afterwards risks a closing that cannot complete on the date the parties intended.
How the project runs, step by step
- Scoping. You describe the companies, the structure you want and, where known, the other party's position, by email.
- Structure memo and timetable. We set out the chosen structure — share deal, asset deal, merger or division — and the timetable, including any regulatory or competition steps.
- Due diligence (optional add-on), reviewing the target before terms are finalised.
- Drafting of the transaction documents and their rounds of amendment.
- Signing, closing and register filings.
Due diligence
Before signing, the buyer reviews the target: corporate records and share title, material contracts and change-of-control clauses, employees, disputes, licences and regulatory status, encumbrances and tax. Our legal due diligence report (from €2,250) ends with a red-flag list and recommendations for the purchase agreement, typically within 1–3 weeks depending on how complete the data room is. See also legal due diligence of an Estonian company.
Documents the project produces
- a structure memorandum setting out the chosen route and the timetable;
- the share purchase or asset purchase agreement;
- for a merger or division, the merger or division plan and the statutory reports;
- board and shareholder resolutions and the register applications;
- a closing checklist; and, where ordered, the due diligence report.
What is not included
Our fee covers the preparation of the documents and the organisation of the steps described above. It is not legal advice or an advocate's service, and it does not include legal opinions, tax advice, a valuation of the target, or litigation — for these you engage the specialist yourself.
Common mistakes
- Signing before the regulatory timetable is confirmed. A qualifying-holding approval or a merger-control clearance can take longer than the deal terms assume.
- Treating a share deal as risk-free because it looks simpler than an asset deal — the target's full history, including anything undiscovered, comes with the shares.
- Missing the creditor notice period that a merger or division requires before it can complete.
- Assuming register filings happen automatically after signing — closing and the register entries are a separate step that has to be planned and executed.
Can a merger or sale be done remotely?
Most steps can be completed remotely, using digital signatures or powers of attorney. Notarial acts required under Estonian law, such as the transfer of shares in an OÜ, are certified in Estonia.
Our services
- Estonian companies — from €4,500: structure memo, documents, closing;
- foreign companies — from €6,500: the same, coordinated with local counsel where the foreign law requires it;
- post-closing commercial register filings — €450: management board, articles, business name, beneficial owners after closing, typically completed within 1–5 business days of closing.
How long it takes
A simple share purchase typically takes 2–4 weeks; a merger or division takes at least 2–3 months because of statutory notice periods and creditor protection. These are typical ranges for a transaction with an agreement in principle already in place and no unresolved regulatory step.
What you receive
- a structure memo and a timetable;
- the transaction documents drafted and ready for signing;
- the closing and the register filings organised.
The amounts are our fees for the standard scope; no VAT is added; notary, register and competition authority fees are paid separately. All communication takes place by email.
Ready to start? Order on the site and pay the starting price by bank transfer; we then ask for the details of the transaction by email. The total is shown before you pay. Order.
Official sources
The laws this article names, each linked to its official text, as read on 9 October 2026. For the Estonian acts we read the English translation in Riigi Teataja (opens in a new tab); the legally binding text is the Estonian one.
- Commercial Code (opens in a new tab) — Riigi Teataja (opens in a new tab), English translation
- Law of Obligations Act (opens in a new tab) — Riigi Teataja (opens in a new tab), English translation
- Employment Contracts Act (opens in a new tab) — Riigi Teataja (opens in a new tab), English translation
- Directive (EU) 2017/1132 (opens in a new tab) — EUR-Lex
- Directive (EU) 2019/2121 (opens in a new tab) — EUR-Lex
To see which of our services your company needs, open the Business Navigator.
Frequently asked questions
Share deal or asset deal — what is the difference?
In a share deal the buyer acquires the shares and the company keeps all its contracts, licences and liabilities. In an asset deal the buyer takes over selected assets or the enterprise, and employees pass with it. The choice depends on risk, tax and the transferability of licences and contracts.
Can a licensed company simply be sold?
No. A change of a qualifying holding in a licensed entity usually needs the prior approval or notification of the supervisor, and merger control may apply above the Competition Act thresholds. These steps must be built into the transaction timetable.
Related guides
More on this topic: Mergers and acquisitions.