Many changes in an Estonian company can be made entirely online by a person with an Estonian ID card or e-resident digital ID. Some cannot: the transfer of a share in a private limited company (OÜ) must be notarised, certain transactions with real estate need a notary, and a person who has no Estonian digital identity cannot sign register applications electronically. In these cases the practical solution is a power of attorney (volikiri): you authorise a representative to act for you in Estonia. This guide explains when a power of attorney is needed, what form it takes, and what our power of attorney drafting service includes.
The guide is general information, not legal advice for your situation.
When a power of attorney is needed
- Buying or selling a share in an OÜ. The transfer agreement must be notarised. If you cannot attend a notary in Estonia, you authorise a representative. This is how a ready-made company is bought remotely.
- Forming a company remotely through a notary, when the founder does not use the online company registration portal.
- Changes in the company — a new management board member, new shareholders, amended articles of association, a new business name — where the person who must sign has no Estonian digital identity.
- Real estate transactions, which are concluded in notarial form in Estonia.
- Representation in other business processes — dealing with authorities, banks or counterparties on your behalf.
Form: simple written, notarised, apostilled
Under the General Part of the Civil Code Act (tsiviilseadustiku üldosa seadus) a power of attorney must, as a rule, be in the form required for the transaction it authorises. For a transaction that must be notarised — such as the transfer of an OÜ share — the power of attorney must itself be notarised. For other acts a written or electronically signed power of attorney is usually sufficient.
A power of attorney notarised abroad must be accepted by the Estonian notary or authority that relies on it. For documents from most countries this means an apostille under the 1961 Hague Convention; for some countries legalisation, and for some no additional formality at all. The rules depend on the country where the document is signed, and we tell you what applies before you go to the notary.
An e-resident or a person with an Estonian ID card can often avoid a foreign notary altogether: some notarial acts can be performed remotely by an Estonian notary. Where that route is available for your transaction, we say so.
Why the text matters
An Estonian notary will read the power of attorney word by word. A power that is too narrow ("to sign the share transfer agreement") may not cover the related acts the notary needs ("and to submit the application to the commercial register, and to receive the notarial deed"). One that is too broad may be refused by a bank or be unwise to give. A bilingual text — Estonian and English side by side — avoids a sworn translation in Estonia and lets you read exactly what you sign.
What you receive
Our power of attorney drafting costs and is ordered together with the company change or transaction it serves — a change of management board member, a change of shareholders, an amendment of the articles, a change of business name, representation or a real estate transaction. You receive:
- the power of attorney in English and Estonian, drafted for that change or transaction;
- instructions for signing it before a notary in your country and, where needed, obtaining an apostille.
Not included: notary fees and apostille fees, which you pay to the notary or the authority, and the certification itself. State fees and notary fees are never included in our prices. For a ready-made company bought by power of attorney, the power of attorney is already part of the remote purchase package and is not ordered separately.
How to order
In the order form, choose the change you need under "Services for e-residents and foreigners" first; the power of attorney then becomes available next to it. If you choose it without a change, the form keeps it locked, because a power of attorney on its own would not have a purpose we can draft for. The price is fixed and is added to the total. All communication takes place by email.
Frequently asked questions
When do I need a power of attorney for my Estonian company?
When an act must be performed in Estonia and you cannot sign it yourself — typically a notarised share transfer, a remote formation through a notary, a real estate transaction, or a register change where you have no Estonian digital identity. For a transaction that must be notarised, the power of attorney must be notarised as well.
Why can the power of attorney only be ordered together with a company change?
Because we draft it for a specific purpose — the change or transaction it serves — so that it covers every act the notary or the register needs and nothing more. In the order form it becomes available once you choose that change. Notary and apostille fees are paid separately.