Most changes to an Estonian private limited company are decided by the shareholders or the management board and then entered in the commercial register. Some can be done fully online with a digital signature; a share transfer and some other steps need a notary. This guide explains the common changes, who decides, what form is required and what a foreign owner needs to provide.
The guide is general information, not legal advice. Register entries are made by the registration department of Tartu County Court.
The common changes
- New or removed management board member — decided by shareholders (unless the articles give it to a supervisory board); resolution + board member's consent; online with digital signatures.
- Transfer of a share to a new shareholder — decided by the shareholders who sell and buy; pre-emption rights under the articles; notarised share transfer agreement (Commercial Code § 149), or electronic transfer through the Estonian Central Register of Securities where the shares are registered there.
- Amendment of the articles of association — decided by shareholders, at least two-thirds majority; resolution + new text of the articles.
- New business name — decided by shareholders; resolution + amended articles; the name must be distinguishable from registered names.
- Share capital contribution or increase — decided by shareholders; resolution, payment, register application.
- Field of activity (EMTAK code) — decided by management board; register application.
If you are abroad
A resolution can be signed digitally with an Estonian ID card, e-residency card, Mobile-ID or Smart-ID. Where a notary is required and you cannot come to Estonia, you sign a power of attorney before a notary in your country, apostilled where the Hague Convention applies, and we act for you in Tallinn. A bilingual power of attorney drafted by us costs .
Our fixed prices
- change of management board member — ;
- change of shareholders and transfer of a share — ;
- amendment of the articles of association — ;
- change of business name — ;
- adding a field of activity — ;
- arranging the share capital contribution — ;
- any other register entry — ;
- representation under a general power of attorney in other business processes — .
Notary fees and the state fee for the register entry are paid in addition. After a sale of the company, the post-closing filings are part of our M&A service.
What we need from you
- the registry code and what should change;
- identification documents of every new board member or shareholder, and the due diligence documents we must collect as a licensed service provider;
- for a share transfer: the agreed price and terms.
What you receive
- the resolutions, agreements and applications prepared and filed;
- the change entered in the commercial register, with the confirmation.
Prices exclude VAT; state and notary fees are never included. All communication takes place by email.
Ready to start? Board member change, share transfer, articles, name or activity — fixed prices. Open the order form.
Frequently asked questions
Does a share transfer in an Estonian OÜ need a notary?
Yes, as a rule the agreement to transfer a share is notarised (Commercial Code § 149), unless the shares are registered in the Estonian Central Register of Securities. From abroad, the parties can act through a notarised and apostilled power of attorney.
Can the management board be changed online?
Yes. The shareholders' resolution and the new board member's consent can be signed digitally with an Estonian ID card, e-residency card, Mobile-ID or Smart-ID, and the change is filed with the register without a notary.
Related guides
- Registered address and contact person in Estonia
- Estonian VAT registration
- Company secretary service in Estonia
- Annual obligations of an Estonian company
More on this topic: E-resident services.