Quick answer
The articles of association are the internal rulebook of an Estonian OÜ: they set out its name, registered office, share capital, board size and the rules on shares and voting. To change them, the shareholders approve a new full text by at least a two-thirds majority, and a board member files it in the e-Business Register for a €25 state fee.
Every Estonian OÜ must have articles of association, yet most founders see them only once, when they register the company online and the e-Business Register fills in a standard text. That is how almost all our clients start, and for a sole owner the standard articles work well for years. They come up again when a bank asks for them in English, a licence needs more share capital or a partner is about to become a co-owner.
What the Articles of Association Are and Why They Matter
The articles of association, called põhikiri in Estonian and sometimes translated as statutes, adapt the general rules of the Commercial Code to one private limited company (OÜ): who decides what, how shares can be sold, how many people sit on the management board. The company must follow its articles as it follows the law, and wherever the articles are silent, the Commercial Code applies.
The articles are also public: anyone can download the valid version and every earlier one from the company’s page in the e-Business Register. In our practice, banks and payment services ask for them most often, usually in English, to check who may represent the company. It helps to have a certified copy with an English translation ready before you apply for an account.
What the Articles Must Contain
The Commercial Code lists the provisions that every set of articles must include, some of them only where they apply.
| Provision | What it means in practice |
|---|---|
| Business name and registered office | The registered office is the city or rural municipality, not the street address |
| Share capital | A fixed amount, or a minimum and maximum, with the minimum at least a quarter of the maximum |
| Payment for shares | How and when shareholders pay for their shares |
| Reserve capital | Whether the company must set aside part of its profit as reserve capital, and how large it is |
| Board members | A fixed number or a range, plus any special rules on who may sign for the company |
| Special rights and non-monetary contributions | Only if some shares carry special rights, such as different voting or profit rights, or are paid for with assets instead of money |
The articles may add any lawful rule, such as consent to a sale of shares, higher voting majorities or the financial year. The field of activity is not a required part of the articles: it is recorded in the register separately, as our guide to choosing and changing the field of activity explains.
Standard or Custom Articles of Association
When a company is registered online, the founders can use the standard articles of association, a template set by ministerial regulation, and choose its options, such as which majority amends the articles. Because the register works in Estonian, articles drafted in English are filed with a sworn translation or written in both languages.
| Feature | Standard articles | Custom articles |
|---|---|---|
| How they are made | Options chosen in the e-Business Register during online registration | Drafted for the company |
| Share capital | A fixed amount only | A fixed amount or a minimum and maximum |
| Own clauses | Not allowed | Any rule that does not conflict with the law |
| Best for | One owner and a simple structure | Several owners, investors, regulated activities |
For a sole owner the standard articles are a sensible choice, but their limits show later: every capital change means new articles, and some regulated activities need clauses the standard text does not offer. A company can switch to custom articles at any time by adopting a new full text.
When You Need to Change the Articles
In our practice, three situations account for most changes to the articles of association: a change of share capital, a move to another municipality or abroad, and a new co-owner.
| Change in the company | New articles needed? |
|---|---|
| Increasing or reducing share capital | Yes, unless custom articles set a minimum and maximum and the new amount stays within them |
| Moving within the same city or rural municipality | No, only the address in the register changes |
| Moving to another municipality or abroad | Yes, because the registered office changes |
| Changing the company name | Yes |
| Selling a share to a new owner | No, unless the shareholders want new rules between them |
| Changing a board member | Only if the number of members goes outside the range in the articles |
Share Capital for a Licence or an Investor
Capital changes are the most common of the three. Some activity licences require a minimum capital, so a company registered with a symbolic amount has to raise its share capital first. The other typical case is an investor who joins by paying for new shares, as described in our guide to adding a shareholder. The articles are amended before the capital increase, and both usually go in one application. If more increases are likely, custom articles with a minimum and maximum capital save you adopting new articles each time.
Moving to Another Municipality or Abroad
Moving to another street in Tallinn changes only the address in the register, while a move to Tartu or to an address outside Estonia means new articles. Our guide to changing the company’s address covers the rest of the procedure.
A New Co-Owner Joins
When a second owner joins, it is worth reviewing the rules on shares in the articles. By default, the other shareholders may buy first when a share is sold to an outsider. The articles can go further and make any sale subject to their consent or the board’s. Unless the articles provide otherwise, such a rule needs the vote of every shareholder. The same goes, without exception, for waiving the notary requirement for share transfers, which the law allows only when the share capital is at least €10,000 and fully paid. Rules like these are easiest to adopt before the new owner joins, while one decision is enough. Our guide to selling shares in an Estonian company explains how they work.
How to Amend the Articles of Association in Estonia
An amendment follows the same four steps whatever it changes.
- Prepare the new full text. The register needs the complete new articles, not only the changed clause.
- Adopt a shareholders’ resolution. It needs at least two-thirds of the votes of shareholders taking part in the meeting, unless the articles require more. In a written vote without a meeting, the two-thirds are counted from all votes, and a sole owner simply signs a written decision. Some changes, such as a restriction on selling shares, need every shareholder’s vote.
- File the application. A board member submits it in the e-Business Register with the resolution and the new text, and signs the new articles. The state fee is €25 per application.
- Wait for the entry. Under the Commercial Register Act, the registrar, a court department that keeps the register, normally reviews the application within five working days. The amendment takes effect only once entered, and with good reason you can ask for the entry on a set date up to six months ahead.
Amending the Articles Without e-Residency
Anyone who has to sign but has no Estonian ID card or e-Residency card to sign digitally does so at an Estonian notary instead. This is a normal route: you visit a notary in person or give us a notarised power of attorney, and we handle the documents and the filing.
Amending Your Articles With Eesti Firma
Most amendments are simple once the new text is right. Mistakes usually hide in the details, such as an old capital figure left in a clause or a transfer restriction adopted without every shareholder’s vote. Our legal team drafts custom articles or amendments, prepares the shareholders’ resolution and files the application, through a notary if you have no e-Residency. If you are unsure whether your change needs new articles, send us a short description and we will tell you.
Frequently Asked Questions
No. The memorandum of association is the founding agreement signed once to set up the company, while the articles are the rules you amend later. When a company is registered online with the standard articles, the standard text replaces both documents.
No, as long as everyone who has to sign can do so digitally with an Estonian ID card or e-Residency card. Anyone without one signs at a notary.
The state fee is €25 per application, whether you change one clause or the whole text, so file related changes together. Legal drafting and, if you sign at a notary, the notary’s fee are separate costs.
