Two or more people who own an Estonian private limited company (osaühing, OÜ) together are bound by two documents. The first is the articles of association (põhikiri), which every company must have and which is filed with the commercial register. The second, which the law does not require but which most well-advised co-owners sign, is a shareholders' agreement (osanike leping). This guide explains what each document does, what a shareholders' agreement usually covers, and when you need one. We draft shareholders' agreements as an add-on to a ready-made company or a new company formation.
The guide is general information about Estonian company law, not legal advice for your situation.
Articles of association and shareholders' agreement — the difference
The articles of association are the company's constitution under the Commercial Code (äriseadustik). They state the business name, the share capital and the rules the law allows the shareholders to change — for example on the transfer of shares or on the majorities for certain resolutions. The articles are public: anyone can read them in the commercial register, and they bind the company, every present and future shareholder and, in some respects, third parties.
A shareholders' agreement is a private contract between the shareholders who sign it, governed by the Law of Obligations Act (võlaõigusseadus). It is not filed with the register and binds only its parties. That is both its strength and its limit:
- it can contain what the co-owners do not want to publish — valuations, exit terms, the business plan, obligations to invest further;
- it can regulate matters the articles cannot, such as personal obligations of a shareholder to work in the business or not to compete with it;
- but a breach of the agreement does not automatically make a company resolution invalid, and a new shareholder who has not signed it is not bound by it.
For this reason the two documents are drafted together. The rules that must bind everyone go into the articles; the commercial and personal terms go into the agreement, together with an obligation of each party to vote so that the articles and the agreement stay consistent.
What a shareholders' agreement usually covers
Decision-making and reserved matters
By law most shareholder resolutions of an OÜ are passed by a simple majority, and certain resolutions — such as amending the articles — need a qualified majority. A minority shareholder often wants a veto over a short list of important decisions: new shareholders, borrowing above a threshold, selling the business, changing the business plan. The agreement lists these reserved matters and how they are decided.
Transfer of shares, pre-emption, drag-along and tag-along
The Commercial Code gives the other shareholders a pre-emptive right when a share is sold to an outsider, unless the articles provide otherwise (§ 149), and the transfer of an OÜ share requires a notarised agreement. A shareholders' agreement adds what the statute does not: a lock-up period, a right of first offer, a drag-along clause that lets a majority that accepts an offer for the whole company require the minority to sell on the same terms, and a tag-along clause that lets the minority join a sale by the majority.
Deadlock
Two shareholders with 50 % each can block every decision. A deadlock clause sets out what happens then — an escalation to the shareholders personally, mediation, and as a last resort a buy-out mechanism in which one shareholder can offer to buy the other out at a stated price.
Leavers and exit
Where a shareholder also works in the business, the agreement usually says what happens to that person's share if they leave: whether the others may buy it, at what price, and whether the price depends on the reason for leaving ("good leaver" and "bad leaver").
Funding, dividends, confidentiality and non-competition
The agreement can oblige shareholders to provide further funding in stated circumstances, set a dividend policy within the limits of the Commercial Code, and contain confidentiality and non-compete undertakings. Non-compete undertakings must be reasonable in scope and time to be enforceable.
When you need one
A company with a single shareholder does not need a shareholders' agreement. You should consider one whenever:
- there are two or more shareholders, especially with unequal stakes;
- one shareholder contributes money and another contributes work;
- a company is one of the shareholders — for example a holding company next to a private person (our order form prices such a composition automatically);
- you plan to bring in an investor later and want the exit terms settled now.
It is much easier to agree on these terms when the company is formed or bought than after a disagreement has begun.
What you receive from us
Our shareholders' agreement add-on is priced from €600 which is our fee for the standard scope below; the work depends on the number of shareholders and on how much has to be settled. It includes:
- a questionnaire on the points above and one round of questions by email;
- a draft agreement in English, aligned with the articles of association;
- two rounds of amendments.
It does not include negotiating with the other shareholders on your behalf, amending the articles (a separate service), or tax structuring advice. Where the agreement requires changes to the articles, we tell you so before the work starts.
The management board member's own contract
A shareholders' agreement regulates the owners. The person who runs the company as its management board member (juhatuse liige) has a different relationship with the company, which is usually set out in a separate service agreement. We explain it in our guide to the management board member service agreement. Both documents are available as add-ons in the same order.
How to order
Choose your ready-made company or formation package, and tick "Shareholders' agreement" in the add-ons. In the order form the agreement is added to the total at its starting price and paid with the order; work beyond the standard scope is done only with your written agreement. All communication takes place by email.
Official sources
The laws this article names, each linked to its official text, as read on 9 October 2026. For the Estonian acts we read the English translation in Riigi Teataja (opens in a new tab); the legally binding text is the Estonian one.
- Commercial Code (opens in a new tab) — Riigi Teataja (opens in a new tab), English translation
- Law of Obligations Act (opens in a new tab) — Riigi Teataja (opens in a new tab), English translation
To see which of our services your company needs, open the Business Navigator.
Frequently asked questions
Do we need a shareholders' agreement if we have articles of association?
Usually yes, when there are two or more shareholders. The articles are public and contain only what company law allows; a shareholders' agreement is a private contract that can regulate reserved matters, share transfers, drag-along and tag-along, deadlock and exit. The two documents are drafted to be consistent.
What does the starting price of the shareholders' agreement cover?
A questionnaire, a draft agreement in English and two rounds of amendments for the shareholders of one company. You order and pay for it in the order form. If the number of shareholders or the matters to be settled need more work, we tell you before the work starts, and additional work is done only with your written agreement. Negotiating with the other shareholders on your behalf is not included.