Estonian OÜ with Several Shareholders

Many Estonian companies are founded by two or more people. The Commercial Code gives an OÜ with several shareholders a clear default set of rules — on votes, decisions, the management board and the sale of a share — and lets the articles of association and a shareholders' agreement change many of them. This guide sets out the default rules with their sources, what two founders usually decide before they start, and what it costs with us.

The guide is general information, not legal advice for a particular company.

Votes and decisions

Votes follow the shares. A shareholder's votes are proportional to the amount of their share, and each cent of a share gives one vote, unless the articles of association prescribe otherwise (Commercial Code § 169).
A simple majority decides. A resolution is adopted if more than one-half of the votes represented at the meeting are in favour, unless the law or the articles require more (§ 174(1)). A meeting can decide only if the votes represented exceed one-half of the shares (§ 170(2)).
Two-thirds to change the articles. An amendment of the articles of association needs at least two-thirds of the votes, unless the articles require more, and it takes effect when it is entered in the commercial register (§ 175).
Decisions without a meeting. The shareholders may decide in writing without a meeting; a shareholder who does not answer within the term set is counted as voting against (§ 173(1)–(2)).

What the shareholders decide is listed in the law: among other things amending the articles, changing the share capital, electing and removing the management board when there is no supervisory board, approving the annual report and distributing profit (§ 168(1)).

Two founders with 50% each

With two equal shareholders, a resolution needs more than one-half of the votes, so neither can decide alone and a disagreement leaves the company without a decision. The law does not settle such a deadlock for you. Founders usually agree in advance how it is broken — for example a different division of votes in the articles, a casting rule or a buy-out procedure in a shareholders' agreement.

The management board

Every member of the management board may represent the company in all transactions, unless the articles of association require some or all members to act jointly; joint representation binds third persons only once it is entered in the commercial register (Commercial Code § 181(1)). Two founders who are both board members can therefore each sign alone — or agree that important transactions need both signatures.

When a shareholder wants to sell

To another shareholder: free, unless the articles of association prescribe a different procedure (§ 149(2)).
To an outsider: the other shareholders have a right of pre-emption for one month after the transfer agreement is presented to them (§ 149(2)).
Extra conditions: the articles may make a transfer depend on an additional condition, such as the consent of the other shareholders (§ 149(3)).

The transfer of a share is certified by a notary; our guide transfer of a share explains the steps.

What founders usually agree before they start

how the shares and the votes are divided, and whether they differ;
who sits on the management board and whether important transactions need two signatures;
how a deadlock is broken and how a founder who leaves sells their share;
how profit is distributed — see paying a dividend from an Estonian OÜ.

The articles of association bind everyone and are public in the commercial register; a shareholders' agreement binds the founders who sign it and stays private.

What it costs with us

formation in person in Tallinn — €950 Registered address and contact person service for one year are included., or by power of attorney — €1,250; one person is included, and each further shareholder or board member costs €250, a shareholder that is a company €1,000;
a shareholders' agreement — from €600.

The order form adds up the persons you enter. Prices exclude VAT. All communication takes place by email.

Ready to start? Formation in person or by power of attorney; the order form adds each further shareholder or board member. 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

How do decisions work in an OÜ with two or more shareholders?

Votes follow the size of each share, and a resolution needs more than half of the votes represented; changing the articles of association needs two-thirds (Commercial Code §§ 169, 174 and 175). With two equal shareholders neither can decide alone, so founders usually agree in advance how a deadlock is broken — in the articles of association or in a shareholders' agreement. Our guide sets out the default rules.

An Estonian OÜ with two or more shareholders