Buying and selling shares in Estonian company

Buying and selling shares in Estonian companies is generally a simple process. There are three different ways to transfer shares from one party, the "seller", to another party, "the buyer". The following table sets out each, including a summary of the necessary conditions, steps and costs, as well as a brief analysis of the most suitable types of buyer or seller for each option and how being an e-resident could support such transactions. 

  Share transfer with a notarized  transaction Share transfer without notary's authentication Share t ransfer via securities account
Best fit

Any founders

Any investors

Estonian or e-resident founders

Any investors

Estonian founders

Estonian investors

Minimum share capital €2,500 (can be deferred) €10,000 (must be fully paid in) €2,500 (can be deferred)
Notarial authentication Yes No No
Estonian bank & securities account Not needed Not needed Needed
Basis for share transfer between parties Notarized transaction for the transfer (authenticated by a notary) Transaction for the transfer should be at least in a format that can be reproduced in writing (e.g. email) Securities transaction, entry in the Estonian Register of Securities
Changes to the shareholders' list

Management board

The notary informs the commercial register

Management board

Management board informs the commercial register

Change in the Estonian Register of Securities Information
automatically updates in the commercial register
Occurring costs Notary cost may be substantial No fees Bank fees & fees of the Estonian Securities Register
Time

Upon signing of share transfer agreement or as agreed between the parties.

*due to AML and KYC procedures non-residents need to submit original copies of all documents to the notary prior to the transaction which may take some time. 

Upon signing of share transfer agreement or as agreed between the parties.

Within 1 business day (if parties have existing Estonian securities accounts)

*due to AML and KYC procedures, opening a bank account for a non-resident may take months and may not succeed.

Benefits of having e-Residency card

Enables remote authentication
through Estonia’s e-notary platform

Digital access by a board member to make the change in e-Business registry

Digital access to bank account in order to make the transfer online for all parties

Due Diligence

All documents checked by notary.

Notary verifies that the seller is the owner of the shares.

Responsibility of transfer participants.


No security regarding ownership of the shares.

AML and KYC by the bank.


The buyer can trust the entry in the Estonian Register of Securities is correct.

Necessary steps

1. Choose a notary

2. Gather necessary documents for the notary as required for AML and KYC procedures

3. Share transfer agreement authenticated by
the notary

4. Information sent to the commercial registry by the notary

5. Changes made in commercial registry

1. Specify in Articles of Association that requirement for notary is waived for share transfers 

2. Enter waiver in the commercial register

3. Sign share transfer agreement

4. Changes made in commercial register at the request by board member

1. Open bank and securities account in Estonia for
both parties

2. Company shares registered in the Estonian Register
of Securities

3. Share and purchase price transfer via banks

4. Information updated in the commercial
register automatically

 

Should you require any consultation regarding this process, check out our Marketplace, where number of service providers can assist you. 

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