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 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.
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.
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 () ends with a red-flag list and recommendations for the purchase agreement. See also legal due diligence of an Estonian company.
Our services
- Estonian companies — : structuring, documents, negotiation, closing;
- foreign companies — : the same, coordinated with local counsel where the foreign law requires it;
- post-closing commercial register filings — : management board, articles, business name, beneficial owners after closing.
What you receive
- a structure memo and a timetable;
- the transaction documents negotiated and signed;
- closing and the register entries completed.
Prices are starting prices confirmed in a written quote and exclude VAT; notary, register and competition authority fees are paid separately. All communication takes place by email.
Ready to start? Describe the transaction in the quote form. Open the quote form.
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.