When an investor puts money into an Estonian private limited company (OÜ), the company usually issues new shares: the shareholders decide to increase the share capital, the investor subscribes and pays, and the increase is entered in the commercial register. The Commercial Code sets the majorities, the content of the resolution and the documents the register needs. This article sets out those steps with the section for each, and what we prepare for a round.
The article is general information, not legal or tax advice, and not investment advice. The terms between the company, its founders and the investors are agreed by them; the commercial register registers the increase.
The resolution to increase the share capital
- Majority. The resolution needs at least two-thirds of the votes of the shareholders taking part in the meeting — or of all shareholders when voting without a meeting — unless the articles of association require more (Commercial Code § 192(1)). If the articles of association must change, that amendment is decided first (§ 192(2)).
- Content. The resolution sets out the number of new shares, their nominal values and the amount of the increase; who may subscribe and by when; the rights attached to the new shares; the time and place of payment and whether it is in money or in kind; and any share premium (§ 192¹).
- From when the new shares earn dividends. The resolution may set the date; otherwise the right arises in the financial year in which the increase is entered in the register (§ 196²(1)–(2)).
The existing shareholders' pre-emptive right
- The rule. Each shareholder has a pre-emptive right to subscribe for the new shares in proportion to its share, unless the resolution provides otherwise (§ 193(1)).
- Precluding it for the investor. The right may be precluded by a resolution supported by at least three-quarters of the shares represented at the meeting, unless the articles of association require more (§ 193(3)); then the persons named in the resolution — the investor — subscribe (§ 193(5)).
- Notice. The management board sends the resolution to the shareholders with the pre-emptive right who did not take part in adopting it (§ 193(6)).
Subscription, payment and the register
- Undersubscription. If not all new shares are subscribed within the term of the resolution, the increase does not take place and the payments are refunded (§ 193¹(1)–(2)) — unless the shareholders have allowed the management board to extend the term or cancel the shares not subscribed (§ 193¹(3)).
- A loan turned into shares. By a resolution of the shareholders, the investor's claim against the company — for example a convertible loan — may be set off against the payment for the new shares, if this does not harm the company or its creditors; the claim is valued as a non-monetary contribution (§ 194¹).
- Authorised capital. The articles of association may give the management board or supervisory board the right to increase the share capital for up to five years, by not more than one-half of the share capital at the time (§ 194²(1)–(2)) — useful for later rounds or an option pool.
- The petition to the register. When the shares are paid, the management board applies for the entry, with the shareholders' resolution, the new articles of association if they changed, the minutes or the record of voting and, for a contribution over 50,000 euros, the notice of the credit or payment institution on the payment (§ 196(1)).
The agreements around the round
The Commercial Code does not regulate the subscription agreement or the shareholders' agreement — the investor's terms, the founders' obligations, the rules on later share transfers and the protections of each side are agreed in them. Restrictions on transfers can also go into the articles of association: by default the other shareholders have a right of pre-emption for one month when a share is sold to a third person (§ 149(2)), and the articles may make a transfer subject to a consent or other condition (§ 149(3)). Startup Estonia publishes model documents for such rounds — see our news item on the updated models.
What we prepare
The service Investment round documentation for an Estonian company, from from €2,500, prepares:
- the plan of the steps and documents of the round;
- the shareholders' resolution and the amended articles of association;
- drafts of the subscription agreement and the shareholders' agreement;
- the commercial register filings.
Not included: finding investors or offering shares, legal, tax or investment advice, a valuation of the company, and notary and state fees, which are charged in addition. We do not look for investors and do not offer shares to the public.
Prices exclude VAT. All communication takes place by email.
Ready to start? The plan, shareholders' resolution, articles, subscription and shareholders' agreement drafts 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
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