When it comes to selling shares in Estonia, it’s essential to follow the legal procedures and requirements to ensure a smooth transaction. This blog post outlines the key aspects of share sales in Estonia, including the necessary legal requirements, the role of a notary, associated costs, and the notification process.
The role of a notary in share sales
A notary plays an important role in the share sale process in Estonia. Generally, a notarised form is required for share transfers. However, for companies with a paid and registered share capital of at least €10,000, an exception applies. In such cases, shares can be sold without a notarised form, making the process faster and more convenient for eligible companies.
Share sale fees and remote transactions
The costs of selling shares in Estonia depend on how the parties choose to participate. E-residents have the convenience of signing share transfers remotely through the e-Notary system. Non-residents and legal entities, on the other hand, may participate in person at an Estonian notary’s office or issue a notarised power of attorney to a local lawyer.
Key requirements for share sales in Estonia
Several requirements must be fulfilled before initiating a share sale. If the seller is married and has no prenuptial agreement, a notarised power of attorney, with an Apostille (if applicable), must be signed by the seller’s spouse. Additionally, a certified copy of the marriage or divorce certificate, or prenuptial agreement, is required.
For foreign legal entities participating in the share sale, a certified extract from the Commercial Register, with Apostille (if applicable), must be provided. It’s important to note that the Estonian Commercial Register may require local notary certifications to be translated into Estonian by a sworn translator, as all documents submitted must be fully translated into Estonian.
Updating the Business register after a share sale
After completing the share sale agreement, the management board must update the information regarding shareholders and beneficial owners in the Business Register. It’s also a good time to consider whether any changes to the board of directors or the articles of association are necessary.
Conclusion
Selling shares in Estonia requires a thorough understanding of the legal requirements, the role of the notary, the associated costs, and the notification process. By adhering to these guidelines, sellers can ensure a compliant and efficient share sale. Whether you opt for the e-Notary system for remote transactions or participate in person, understanding and fulfilling the specific requirements will contribute to a successful and legally sound share sale in Estonia.
Read more about share sales procedures and prices here. For further assistance, please contact estonia@1office.co.
