An Estonian private limited company (OÜ) is bought and sold by transferring its shares. The Commercial Code sets how a share is transferred, who must agree, when the buyer becomes the shareholder and what is then entered in the commercial register. This article follows a share sale from the agreement to the last register entry, with the section for each step, and sets out what we prepare.
The article is general information, not legal or tax advice. The price and the terms are agreed by the buyer and the seller; the notary authenticates the transfer and the commercial register makes the entries.
Before signing: what the articles of association say
- The other shareholders' right of pre-emption. Unless the articles of association provide otherwise, a shareholder may freely transfer a share to another shareholder; when it is sold to a third person, the other shareholders have a right of pre-emption for one month (Commercial Code § 149(2)).
- A consent or other condition. The articles of association may permit a transfer only on a further condition, such as the consent of the other shareholders or of the management board; a transfer made without it is void (§ 149(3)).
- A check of the company. What the buyer takes over — the company's contracts, debts, licences and records — is not in the share agreement itself; a buyer usually checks it first. Our separate due diligence report does that.
The transfer
- Before a notary. The disposition for the transfer of a share must be notarised, and the notary sends the notice of the transfer to the commercial register within two days of the authentication (§ 149(4)).
- When the buyer becomes the shareholder. The transfer takes place when it is entered in the list of shareholders in the commercial register (§ 149(4¹)). That list is kept in the register, on the company's registry card (§ 182(1)), and a person relying on its data in a transaction may in general treat them as correct (§ 182(1⁵)).
- Without a notary. Only where the share capital is at least 10,000 euros and fully paid, and all shareholders have agreed to it in the articles of association, may the notarial form be waived for a written form (§ 149(6)); then the transfer takes place when the company has been notified and the transfer evidenced, and the management board updates the list of shareholders (§ 150(1) and (3)).
After the closing
- The management board. The new owner usually changes the management board: its members are elected and removed by the shareholders, or by the supervisory board where there is one (§ 184(1)), and the change is filed with the commercial register.
- Data on the shareholders. The management board informs the register of every change in the shareholders' data, unless the notary has already sent the notice (§ 182(1²)).
- The beneficial owner. When the beneficial owner changes, the company files the new data in the beneficial ownership database through the commercial register within 30 days of learning of the change (Money Laundering and Terrorist Financing Prevention Act § 77(5)).
What we prepare
The service Documents of an Estonian company sale or purchase, from from €2,500, prepares:
- the plan of the steps from signing to the register entry;
- a draft of the share purchase agreement from the agreed terms;
- the resolutions and the documents for the notary or the share register;
- the commercial register filings after the closing.
Not included: due diligence (a separate service), legal or tax advice, representation of a party, and notary and state fees, which are charged in addition. Buying one of our own ready-made companies is a different, fixed-price service — see companies for sale.
Prices exclude VAT. All communication takes place by email.
Ready to start? The plan, share purchase agreement draft, resolutions, notary documents and register filings; not legal advice. 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
- Money Laundering and Terrorist Financing Prevention Act — 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.