Selling Shares in an Estonian Company: A Comprehensive Guide

Nov 20, 2023 | Business, Estonia, Guide

Are you considering selling shares in your Estonian company? The process of transferring ownership can seem daunting, but with the right knowledge and guidance, it can be a straightforward and efficient process. In this comprehensive guide, we will explore the various options available for selling shares in an Estonian company, including the use of a power of attorney. Whether you are an Estonian founder or an e-resident, we will provide you with the necessary information to navigate this process successfully.

Understanding the share transfer process

Before diving into the specifics of selling shares, let’s first understand the general process of transferring ownership in an Estonian company. When a shareholder wishes to sell their shares, the transaction must be legally documented to ensure a smooth transfer. In Estonia, there are several methods available for transferring shares, including notarised transactions, transactions without notary authentication, and transfers through the Estonian commercial register Each method has its own requirements, steps, and costs, which we will explore in detail throughout this guide.

Share transfer with a personal visit to the notary

One of the traditional ways to transfer shares in an Estonian company is through a notarised transaction. This method involves all parties involved in the transaction visiting a notary in Estonia to complete the transfer. While this process can be relatively quick, it does require the physical presence of all participants. Here are the key steps involved in a share transfer through a notarised transaction:

Getting information from the involved parties: Before the visit to Estonia, it is essential to gather all the necessary information about the company and its owners. This includes details such as passport photos, email addresses, phone numbers, and residence addresses of the owners and directors.

Appointment with a notary: Once the necessary information is collected, an appointment with a notary can be scheduled. It is crucial to book this appointment in advance to ensure a smooth process.

Preparation of documentation: The BBCTallinn will prepare the required documents for the transfer of the Estonian company. This step highlights the importance of sending all the necessary information at least 10 days before the planned visit to Estonia.

Review of the documents: Once all of the documents are prepared and received notary will send a draft of the selling agreement. It is crucial to review this document to ensure that all information is correct. BBCTallinn will assist in review of the prepared documents and will ensure that any changes that are needed to be made are forwarded to the notary

Visit to the notary: After documents review, all parties involved will proceed to visit the notary to sign the prepared petition and complete the transfer process.

Finalising the transfer: Within five days after visiting the notary, the transfer of ownership will be completed, and the previous owner will no longer be associated with the company.

This method is ideal for the shareholders who are willing to come to the notary office in person to ensure the competition of the transaction.

Share transfer without personal visit to the notary

It is possible to transfer shares in an Estonian company without the need for a personal visit to the Estonian notary. This method offers a more flexible and streamlined approach. However, it is important to note that certain conditions must be met for this type of transfer. Here’s an overview of the process for a share transfer without notary authentication:

Compliance with terms of cooperation: Before initiating the transfer process, it is necessary to comply with all the terms of cooperation and pay the required fees to the BBCTallinn.

Submission of documents: The shareholders or their representatives must submit photos of their passports and provide information about the company to be transferred.

Preparation of powers of attorney: Based on the documents and information received, the BBCTallinn will provide examples of powers of attorney in English, Estonian or Russian. These powers of attorney will need to be certified by a notary in the shareholder’s country as well as to have apostille for some countries.

Certification and translation of powers of attorney: Depending on the requirements of the shareholder’s country, the powers of attorney may need to be translated into the state language and certified by a notary. Some countries may accept documents in English, while others require translations.

Sending original documents: Once the powers of attorney are certified and translated, they should be sent by courier to the BBCTallinn for further processing. From our side we will translate documents to Estonian and will make the transaction at the notary’s office.

Completion of transfer: The process of transferring the Estonian company typically takes around five days after documents are signed at the notary. After this period, the new shareholder will be officially associated with the company.

The share transfer without personal visit offers more flexibility, especially for non-residents. However, it is crucial to comply with all legal requirements and ensure the proper certification and translation of documents.

Share Transfer via e-Notary

Another option for transferring shares in an Estonian company is through e-Notary. This method is ideal for the shareholders holding e-residency card or having local ID card.

The main difference from the traditional sale of the share is that this transaction is done online. Shareholders of the company will need to use their e-residency or local ID card to conduct this sale.

It is crucial to note that before this sale it is required to prepare and send all of the required documents to the notary to conduct this operation.

This online method for adding a new shareholder offers convenience and efficiency, eliminating the need for notary visits or complex share transfer procedures. It is important to seek professional assistance to ensure the accuracy and legality of the process.

Share transfer without notary

Estonia implemented an amendment to the Commercial Code on making it possible to sell company shares, without the need for a notary. This groundbreaking change simplifies and accelerates the share-selling process, reducing costs and administrative burdens associated with notarial transactions. This method does require for the shareholders to have either e-residency card or local ID card.

Minimum share capital requirement: For transactions without a notary, the company’s share capital must be at least €10,000, and it must be fully paid. If the share capital is below this threshold or the company was established without the necessary contributions, a notary’s involvement is still mandatory.

Inclusion in the articles of association: The decision to forego notarial involvement must be explicitly stated in the company’s articles of association. For existing companies, this may require amending the articles.

Written agreement with traceability: The sale of shares must be documented in a form that allows written traceability. This can include email exchanges or messages, although it is suggested to formalise the agreement in writing, signed by both the buyer and seller. Oral agreements for share sales are not legally permissible.

Additional considerations and responsibilities: The company’s management must promptly inform the Commercial Register of any changes in shareholder details, ensuring compliance with the new regulations. However, this obligation does not apply if the same information is updated through other means, such as notarised transactions or shares registered in the Estonian Central Securities Depository. Shareholder must immediately notify the board of directors of any changes to the shareholder information. Previously, the law did not explicitly state such an obligation of the shareholder.

This way offer a more accessible pathway for selling company shares. By meeting the specified criteria, businesses can benefit from a more straightforward and cost-effective process, fostering agility in the ever-evolving business landscape. It’s crucial for companies and shareholders to understand and adhere to the legal requirements, ensuring a smooth transition to this more flexible and convenient approach to share transactions.

Conclusion

Selling shares in an Estonian company can be a straightforward process when approached with the right knowledge and guidance. Whether you choose any of the mentioned methods, it is essential to understand the specific requirements and steps involved. By following the guidelines outlined in this comprehensive guide, you can navigate the share transfer process successfully and ensure a smooth transition of ownership in your Estonian company.

Remember, if you need assistance with selling shares for your Estonian company, BBCTallinn OÜ is here to help. Contact us today to learn more about our expert services in facilitating share transfers and ensuring compliance with Estonian regulations.

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