Quick answer
A share transfer in Estonia is normally authenticated by an Estonian notary: in person, remotely by video (e-notary) or through a representative holding a power of attorney. If the OÜ’s share capital is at least €10,000, fully paid, and its articles of association waive the notarial form, buyer and seller can sign the transfer digitally, with no notary involved.
A co-founder leaves, an investor buys in, or the owner sells the whole company and moves on. Whatever the reason, a share transfer in Estonia follows a set procedure for every private limited company (OÜ), and it is stricter than many foreign founders expect. This guide explains how to sell and transfer shares in an Estonian company: the ways to sign, the documents and timing, when the notary can be skipped, and what to update once ownership changes.
Share transfer in Estonia: how the sale of OÜ shares works
Estonian law splits every share sale into two legal acts. The agreement to sell (buyer, price, payment terms, warranties) needs no particular form. The transfer itself, the act by which the share actually passes to the buyer, does. Under § 149(4) of the Commercial Code, it must be notarially authenticated unless the company has opted out (see below). A share transfer signed without the required form is void, and the seller remains the owner. In practice, both are signed as one document.
What the share purchase agreement should cover
Whichever route you take, the share purchase agreement (also called a share sale agreement) should state at least:
- the share: its nominal value and the percentage of the company it represents;
- the price and how it is paid: in a notarised sale, the buyer can deposit the price on the notary’s account before signing, and the notary releases it to the seller after authentication;
- the seller’s warranties: that the seller owns the share free of pledges or claims, and that the company’s debts and obligations have been disclosed;
- completion steps: where the whole company is sold, for example the seller’s resignation from the board and the handover of the company’s records and account access.
Two ways to transfer shares: notarised or notary-free
Which way is open to you depends on the company’s share capital and its articles of association:
| Notarised transfer | Transfer without a notary | |
|---|---|---|
| Share capital needed | Any | At least €10,000, fully paid |
| Articles of association | No special clause needed | Must waive the notarial form, with every shareholder’s approval |
| How the parties sign | At the office, by video or through a representative | Digitally, from anywhere |
| Who checks the seller’s title | The notary | The parties themselves |
| Register update | Notary notifies the register | Management board files the change |
| Typical fit | One-off sales, buyers who want certainty | Frequent ownership changes, investors, option plans |
Notarised share transfer: the standard way to sell OÜ shares
This is how most owners sell shares in an Estonian company, and it works for every OÜ, whatever its share capital. Either party books an Estonian notary, most easily through the Chamber of Notaries’ self-service portal. The notary sends a draft deed for review, checks at signing that the seller owns the share and may dispose of it, explains the deed and authenticates it. Buyer and seller can take part in three ways.
In person at a notary’s office in Estonia
Both parties, or their representatives, sign at the notary’s office. This suits anyone already in Estonia or without an Estonian digital identity.
Remote share transfer by video (e-notary)
Estonian notaries offer remote notarisation, often called e-notary: the deed is concluded over a video link and signed digitally, with the same legal effect as signing in the office. Participants log in with an Estonian eID (ID card, Mobile-ID or Smart-ID) or an e-Residency digital ID; e-residents must also show their national passport. The notary decides whether a particular transaction can be done remotely, so confirm this when booking. Mixed signings, with one party in the office and another on video, are also possible.
Through a representative with a power of attorney
A seller or buyer without an Estonian digital identity can still avoid the trip by authorising a representative in Estonia to sign for them. A power of attorney signed abroad normally has to be notarised there and carry an apostille, and the original is then sent to Estonia.
Can the deed be in English?
Notarial deeds are drawn up in Estonian. At the parties’ request, a notary who is sufficiently proficient may draw up the deed in another language, such as English. A participant who does not understand the language of the deed must have it translated at their own expense. Check in advance whether the notary works in English or an interpreter will be needed.
Documents needed for a share transfer
The notary will ask for:
- identity documents of every person signing;
- the company’s name and registry code, and the size of the share being sold;
- the price and payment terms;
- a power of attorney, where a representative signs;
- where a party is a company: a current extract from its register and proof of the signatory’s authority, both apostilled if issued abroad and translated if the notary requires it.
How long a share transfer takes and when the buyer becomes a shareholder
Most of the time goes on preparing documents and finding a notary slot; a power of attorney sent from abroad adds courier time. Within two days of authenticating the deed, the notary notifies the Commercial Register (e-Business Register), so the parties file nothing themselves. The transfer is complete once the register records the change of shareholder, usually within a few working days. The Government has approved a Commercial Code bill that would stop tying the moment of transfer to the register entry; this guide describes the rules currently in force.
Share transfer without a notary: when the OÜ allows it
Section 149(6) of the Commercial Code allows an OÜ to transfer shares without a notary. If the company’s share capital is at least €10,000 and fully paid, its articles of association may waive the notarial form. From then on, the transfer of shares can be made in any form that can be reproduced in writing: in practice, an agreement that buyer and seller sign digitally from wherever they are.
Conditions for transferring shares without a notary
- Share capital of at least €10,000, fully paid in. A company founded without a contribution, or with only the minimum capital, does not qualify until this is put right.
- A waiver clause in the articles of association. The articles must expressly drop the notarial form for share transfers.
- Unanimous shareholder approval. Every shareholder must vote for that change to the articles; a majority is not enough. The same unanimity applies if the company later wants to restore the notary requirement.
- A note in the register. The waiver is recorded in the Commercial Register, so buyers and banks can see that the company uses this regime.
If your share capital is below €10,000
Most OÜs start with small capital, so the first step is a share capital increase. The shareholders pay in the missing share capital, and the money stays in the company as working capital. The increase and the amended articles can be prepared as one set of documents. The same set-up also makes employee option plans practical, as our guide to employee stock options in Estonia explains.
What buyer and seller must handle themselves
Without a notary, nobody checks the seller’s title or the other shareholders’ rights (see below), so a well-drafted share purchase agreement is your main safeguard. After signing, the company must be notified and shown proof of the transfer; for the company, the buyer becomes a shareholder only from that point. The management board then updates the shareholder data in the Commercial Register without delay.
After the change of shareholder: what the company must update
- Beneficial owners. If the sale changes who ultimately controls the company, the beneficial owner data in the Commercial Register must be updated within 30 days of the company learning of the change.
- Management board. A departing shareholder who sits on the management board does not leave it automatically; that is a separate register filing. When the whole company is sold, the buyer usually appoints their own board at the same time.
- Contact person. If the new owner moves the company’s registered address abroad, the company must appoint a contact person in Estonia.
- Bank. Expect the company’s bank to ask about the new owner and run its own checks.
Pre-emption rights and consent of other shareholders
Where the company has more than one shareholder, three further rules can apply:
- Pre-emption right. A share can be sold freely to an existing shareholder unless the articles say otherwise. When it is sold to an outsider, the other shareholders may buy it on the same terms within one month of the sale agreement being presented to the management board. The articles can exclude this right or extend it to sales between shareholders. If the other shareholders confirm in writing that they will not use it, the parties need not wait out the month.
- Selling part of a share. Splitting a share and selling only part of it requires the other shareholders’ consent, given as a shareholders’ resolution.
- Extra conditions in the articles. The articles may make any sale conditional, for example on the consent of the other shareholders or the management board. A sale made without meeting such a condition is void.
Help with selling shares in your Estonian company
Our lawyers handle OÜ share transfers from start to finish. We check the articles for pre-emption and consent clauses, draft the share purchase agreement, arrange the notary, remote signing or power of attorney, and file the register and beneficial owner updates. If you want future transfers to work without a notary, we prepare the capital increase and the new articles as one package. More about our legal services for companies.
FAQ
Yes. With an Estonian eID or an e-Residency digital ID you can sign before a notary by video. Otherwise, a representative can sign in Estonia under an apostilled power of attorney. If the company’s articles waive the notarial form, the whole transfer is signed digitally.
No. Without an Estonian eID or e-Residency digital ID, the buyer signs at the notary’s office or through a representative. Where the articles waive the notarial form, e-Residency is not needed to sign the agreement, and the register filing is made by the company’s management board.
Sell and transfer all the shares to the new owner in one of the ways described above, then update the management board and the beneficial owner data. The company itself, with its registry code, contracts and bank account, stays the same; only its ownership changes.
Yes. A foreign company or individual can own up to 100% of an Estonian OÜ. It signs through its authorised representative, who shows the notary a current register extract and proof of authority, usually with an apostille. The Estonian company then reports the individuals who ultimately own or control the buyer as its beneficial owners.
The transfer is void and the seller legally remains the shareholder. The parties need to repeat the transfer in the correct form, or first raise the share capital to €10,000, waive the notarial form in the articles and then sign again.
