Mergers, divisions, acquisitions and sales

Why are your M&A prices only starting prices?

Every transaction differs in size, structure and the number of parties. We quote each transaction individually by email before any work starts. Notary fees, state fees and other official costs are charged separately.

Do you advise on transactions involving foreign companies?

Yes, including cross-border structures with an Estonian party. Where foreign law applies to part of the transaction we coordinate with local counsel, whose fees are quoted separately.

What is the difference between a merger and a division?

In a merger one or more companies transfer all their assets to another company and cease to exist; in a division a company transfers part or all of its assets to one or more other companies. Both follow a procedure under the Commercial Code with a merger or division agreement, reports and register entries.

What does a legal due diligence on an Estonian company check?

Public registers — the commercial register, the register of economic activities, the land and commercial pledge registers, court decisions and tax debts — and the documents only the seller has: material contracts and change-of-control clauses, encumbrances on the shares, employment, licences, disputes and intellectual property. The result is a red-flag report in English.

Does the legal due diligence include tax and financial review?

No. Financial and tax due diligence and valuation are carried out by accountants and tax advisers; we coordinate with them where you engage them.

What must be filed with the register after buying an Estonian company?

The change of shareholders of a private limited company is forwarded to the register by the notary who certifies the share transfer. The company itself must file the other changes decided in the transaction — a new management board, amended articles, a new business name or address — and update its beneficial owner data.

Are notary and state fees included in the post-closing filings?

No. State fees and notary fees are never included in our prices and are paid separately.