The share capital of an Estonian private limited company (OÜ) can be increased when the company needs more equity — for a bank, a licence, a partner — or decreased when it has more than it needs. Both changes amend the articles of association and are entered in the commercial register. This guide explains how each works, what the law requires and what it costs.
The guide is general information, not legal advice.
Increasing the share capital
The shareholders decide the increase and amend the articles of association. The capital can be increased by new contributions — money or, with a valuation, other assets — or from the company's own equity (a bonus issue). New contributions must be paid in before the register entry. Since 2023 the minimum share capital of a private limited company is one cent, but banks and supervisors often expect more.
Decreasing the share capital
A decrease protects the company's creditors: the decision is published, creditors can claim security for their claims, and the register entry can be made only after the waiting period set by the Commercial Code. We prepare the decision and the notice and tell you the earliest date of the entry before you start.
What we need from you
The new amount of share capital, how it is paid in or reduced, the shareholders' details and, for a contribution in kind, the description of the asset. If the change alters who controls the company, the beneficial owner data in the register must be updated as well.
Price
- by digital signature — every shareholder and board member signs digitally: €990;
- by power of attorney signed in your home country: €1,690.
Both include the amendment of the articles and Estonian state and notary fees. Each additional private shareholder or board member adds €300, each shareholder that is a company €1,000.
On the power of attorney route the power of attorney is always signed in your home country, notarised by a local notary there and, as a rule, also apostilled. An apostille is not needed when the power of attorney is signed in Latvia, Lithuania, Poland or Ukraine. The fee of the notary in your home country and the apostille are not included in the price — you pay them locally.
How it works
- You order the change of share capital and tell us the new amount and how it is paid in or reduced.
- We prepare the shareholder resolution and the amended articles of association.
- The shareholders sign digitally, or sign powers of attorney in their home countries.
- For an increase, the contributions are paid in; for a decrease, the creditors' waiting period runs.
- We submit the application and confirm the new share capital by email.
We do not provide services to citizens of Russia or to companies from Russia. Prices exclude VAT. All communication takes place by email. See also: commercial register entries, transfer of a share.