Quick answer
You can add a shareholder to an Estonian company without anyone selling their shares. The existing owners decide to increase the share capital, the company creates a new share, the newcomer pays for it, and the change is recorded in the Commercial Register. You do not need a notary or €10,000 of share capital. The new shareholder does not have to sign anything or hold e-Residency: a board member files everything online.
Most founders assume that the only way to add a shareholder to an Estonian company is to sell part of their own stake to a partner or investor. That usually means a trip to a notary, or at least €10,000 of share capital and company rules that allow shares to be sold without one. Many overlook the simpler route: the company issues new shares. Nobody sells anything, and the money goes to the company rather than to an existing owner. The paperwork is done online in the e-Business Register, the online portal of the Estonian Commercial Register.
Share transfer or new shares: two ways to add a shareholder
An existing shareholder can sell all or part of their share, or the company can create a new share for the newcomer.
| Share transfer | New share (capital increase) | |
|---|---|---|
| Who receives the money | The shareholder who sells | The company |
| Share capital | Stays the same | Grows by the value of the new share |
| Notary | Required, unless the company rules allow sales without one (only possible with at least €10,000 of share capital) | Not required |
| Existing owners | Only the seller’s percentage goes down | Everyone’s percentage goes down in proportion |
If you want to sell part of your own stake and keep the money, see our guide to share transfer in Estonia. If you want to bring in a co-founder, a partner or an investor who puts money into the business, issuing new shares is usually simpler and cheaper.
If the company does not exist yet, it is easiest to include every co-founder as a shareholder from day one when you register the company in Estonia.
How a share capital increase works
A few basics first. The share capital is the amount the owners have formally put into the company. Each shareholder’s share has a nominal value, or face value, which forms part of that amount. Your percentage of the company is the nominal value of your share divided by the total share capital.
When the company issues a new share, the existing owners keep the shares they already have, the total share capital grows, and everyone’s percentage is recalculated on the new total. The cake gets bigger rather than being sliced differently.
The newcomer rarely pays just the nominal value. An investor usually pays much more, because they are buying into a business that is already worth something. The amount paid above the face value is called the share premium. It stays in the company like the rest of the money, but it is not counted as share capital.
Example: issuing new shares to an investor for 20%
Anna owns 100% of an OÜ with €2,500 of share capital. An investor agrees to pay €40,000 for 20%, so the company issues a new share with a nominal value of €625.
| Before | After | |
|---|---|---|
| Anna’s share (nominal value) | €2,500 (100%) | €2,500 (80%) |
| Investor’s new share (nominal value) | — | €625 (20%) |
| Total share capital | €2,500 | €3,125 |
| Paid by the investor | — | €40,000: €625 to share capital, €39,375 as share premium |
The company now has two shareholders, yet Anna has sold nothing and received no money personally; the full €40,000 stays in the company to finance its growth. To work out the size of the new share, multiply the current share capital by the percentage you give away and divide by the percentage you keep: €2,500 × 20 ÷ 80 = €625.
Who decides: the shareholders’ resolution on the capital increase
A board member cannot add a new shareholder on their own. Only the existing shareholders can decide to issue new shares and increase the share capital, and their written decision, called a resolution, is the basis for everything that follows. Without it, there is no new share to issue and nothing for the register to record. The signed resolution is uploaded together with the register application.
The shareholders can adopt the resolution in one of three ways:
- At a shareholders’ meeting. At least two-thirds of the votes of those taking part must be in favour, unless the company’s articles of association — its internal rulebook — require more.
- By written vote without a meeting. The board sends the draft to every shareholder with a deadline to vote. Anyone who does not reply counts as voting against, so in practice two-thirds of all shareholders’ votes are needed.
- By a resolution signed by every shareholder. If everyone agrees, they simply all sign it. A company with one shareholder always decides this way.
The newcomer does not vote, because they only become a shareholder once the change is registered.
What the resolution must say
The resolution states how much the share capital grows, the number and nominal value of the new shares, who may buy them, and the price and payment deadline. If the new share capital does not fit the amount stated in the articles of association, the same resolution also updates the articles. Tip: if the articles give a minimum and maximum share capital instead of one fixed amount, future increases within that range need no further change to the articles.
Other shareholders’ right to buy first
If the company already has several shareholders, each of them has a pre-emptive right: the right to buy new shares first, in proportion to their current stake. To let an outsider in, the other shareholders can simply decline to use this right, or the resolution can cancel it. Cancelling it needs three-quarters of the votes of those taking part and a written explanation from the board.
How to add a shareholder to an Estonian company online
The whole procedure runs through the e-Business Register, and the steps are the same whether the new shareholder is a person or a company, Estonian or foreign.
- The shareholders adopt the resolution to increase the share capital and, if needed, update the articles in the same document.
- Deal with the right to buy first if there are other shareholders: they decline it, or the resolution cancels it.
- The new shareholder pays the agreed price in full into the company’s bank account by the deadline in the resolution.
- A board member submits an application in the e-Business Register to change the company’s details: the new share capital and the new shareholder, with the resolution attached. If the company uses the portal’s standard articles, they update automatically. The register works in Estonian, so the resolution is filed in Estonian — in practice, as a bilingual document.
- The board member signs the application digitally. The new shareholder does not sign anything, so they need no Estonian ID card, e-Residency card or other Estonian digital ID.
- Pay the €25 state fee and submit the application.
- The register records the change. Only from that moment is the share capital increased and the newcomer a shareholder.
- Update the beneficial owner details within 30 days if the new shareholder — or, for a company, the person behind it — now owns more than 25%. A beneficial owner is the real person who ultimately owns or controls the company.
In other words, you can add a shareholder without a notary: one board member with an e-Residency card can do the whole procedure, while the investor or partner only agrees the terms and pays, wherever in the world they are. If no board member has an Estonian digital signature, the application can be signed at an Estonian notary instead, and we can arrange that too.
Paying for new shares: money or a non-monetary contribution
Most newcomers pay in money, under the same rules as any share capital contribution. Up to €50,000, the board member simply confirms in the application that the money has arrived; above that, the register also wants a confirmation from the bank. Keep the signed resolution to hand, as the company’s bank may ask where a large payment from a new investor comes from and what it is for.
A new share can also be paid for with an asset instead of money — a non-monetary contribution, such as equipment, software or intellectual property. The board checks that the asset is worth at least the nominal value of the share. If it later turns out to be worth less, the shareholder has to pay the difference in money.
Either way, the payment and any share premium must be booked correctly in the company’s accounts — something our accounting team can take care of.
Common mistakes in a share capital increase
- Missing the deadlines. If the new share is not taken up and paid for by the dates in the resolution, the change cannot be registered and a new resolution is needed. Set realistic deadlines, especially when the money comes from abroad, and file the application within six months of the resolution.
- Unpaid original share capital. If the owners never paid in the share capital when the company was set up, its page in the register says “established without making a contribution”. Such a company cannot increase its share capital until the original amount has been paid in and registered.
- No shareholders’ agreement. The register shows who owns what, but not what happens if someone leaves, how shares are earned over time (vesting) or who decides what. Agree this in writing with the newcomer before they join.
- Using new shares for employees. If you want to reward staff rather than bring in a partner, an option plan is usually the better tool — see our guide to employee stock options in an Estonian company.
Adding a shareholder or investor with Eesti Firma’s help
A share capital increase is not complicated, but small details decide whether the register accepts the application at the first attempt: the wording of the resolution, the right to buy first, the updated articles and the right signatures. Eesti Firma’s legal team prepares the resolution and the updated articles, works out the size of the new share and the share premium for the stake you have agreed, and handles the whole filing. Your new shareholders do not need to sign anything, even if they live abroad or join through a foreign company. If your board member has no Estonian digital signature, we arrange the signing at a notary.
FAQ
Not if the newcomer receives a newly issued share. The shareholders decide the increase and a board member registers it online with a digital signature. A notary is only required when existing shares are sold, unless the company rules allow sales without one. For a capital increase, a notary is simply a practical option when no board member can sign digitally.
No. The €10,000 threshold only matters for selling existing shares without a notary. A capital increase works with any amount of share capital, however small.
Yes. Anyone can own shares in an Estonian company, whatever their nationality or country of residence, and the incoming shareholder needs no e-Residency or other Estonian digital ID. If they have no Estonian personal identification code, their date of birth is entered instead. A foreign company can join the same way, with its registration details included in the application.
No. Owning shares and running the company are separate roles. If the newcomer is also to join the management board, that is a separate change in the register, and the new board member has to sign their consent — digitally or at a notary.
The internal steps can be done in a day once the shareholders agree and the investor has paid. The register reviews the application within five working days and either records the change or gives a deadline to fix any problems.
Yes, if the articles of association allow it. An OÜ can have different classes of shares — for example, shares that are paid dividends first or receive more when the company is sold. The articles can be updated in the same resolution that approves the increase.
