Selling a share, bringing in a new shareholder or buying out a partner in an Estonian private limited company (OÜ) is a formal act: the transfer of a share must be certified by a notary, and the shareholder data in the register must follow. This guide explains how a share transfer works, what the other shareholders' rights are, how it is done from abroad and what it costs.
The guide is general information, not legal advice.
How a share is transferred
Under the Commercial Code, the agreement to transfer a share of a private limited company and the transfer itself must be certified by a notary, unless the articles of association provide otherwise in a way the law allows. The notary checks the identity and the right of representation of the parties and submits the change of shareholders to the register. The transfer can be made in person, through the Estonian e-notary for those who can sign digitally, or on the basis of a power of attorney.
Rights of the other shareholders
When a share is sold to a third person, the other shareholders have a pre-emption right unless the articles exclude it. The articles may also require the consent of the other shareholders or the company. We check the articles before the transfer so that the deal is not blocked at the notary.
Price
A change of shareholders or the transfer of a share: from €1,590, the same on the digital route and on the power of attorney route. Estonian state and notary fees are included. The price covers one person who is both the only shareholder and the only board member; each additional private shareholder or board member adds €300 and each shareholder that is a company — Estonian or foreign — €1,000. The order form calculates the total.
From abroad: 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 shareholders and send us the names and the shares of the old and new shareholders.
- We check the articles of association for pre-emption rights and consents and prepare the transfer agreement and resolutions.
- The parties sign digitally, or sign powers of attorney in their home countries.
- The transfer is certified by an Estonian notary, who submits it to the register.
- We confirm the new shareholder list by email and, if the change makes it necessary, update the beneficial owner data.
What is not included
Tax advice on the sale of the share, valuation of the company, and the registered address and contact person service. 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, changing the board, shareholders or articles.
Frequently asked questions
How is a share in an Estonian company transferred?
The transfer agreement is certified by an Estonian notary, who submits the change of shareholders to the register. The parties sign in person, digitally through the e-notary, or on the basis of a power of attorney. We check the articles for pre-emption rights and consents first.
Is the change of shareholders priced the same on both routes?
Yes. The change of shareholders and the transfer of a share have the same price on the digital route and on the power of attorney route. Additional persons and company shareholders are added in the order form.