Why are your M&A prices only starting prices?
Every transaction differs in size, structure and the number of parties. A starting price is our fee for the standard scope described on this page and is paid when you order. If the transaction needs more work, we tell you in writing before that work starts, and it is done only with your agreement. Notary fees, state fees and other official costs are charged separately.
Do you handle 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 separate and are agreed with you in advance.
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 due diligence document review of 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 due diligence include a 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?
Yes. The post-closing register filings have a fixed price, and the Estonian notary fees and state fees are included in it. Notary fees and state fees of the transaction itself are charged separately.
Can a merger or sale be done remotely?
Most steps can, with digital signatures or powers of attorney; notarial acts are certified in Estonia.
What are the risks in a company purchase?
Undisclosed liabilities, restrictions in the articles and missing consents. A due diligence review of the documents reduces them; it is not a legal opinion.
What happens after closing?
The register data must reflect the new owners; post-closing filings are available as a separate service.
