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How to transfer ownership of OÜ shares

  1. Via NOTARY



Being an e-resident or Estonian resident (in both cases being a holder of Estonian ID code), you can transfer ownership of Estonian company shares via a NOTARY or using e-notary services.




The notary fee is dependent on the par value of the share(s) and the agreed sales price of the company. The fee can be checked here (the calculator is available in the Estonian website version only).


You will need to follow the following steps in this case:

1. Choose a notary

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

3. Share transfer agreement prepared by the notary

4. Information sent to the commercial registry by the notary

5. Changes made in commercial registry.


If you would like to use a notary but are unable to participate (e.g. e-residency card lost or you are not holding an Estonian ID code), you may grant this task to somebody else. A person with Power of Attorney (POA), can use notary or e-notary services instead of you. The same steps will be followed in this case, except a power of attorney document needs to be done beforehand.



2. BOARD MEMBER


It is possible to change the company's owner(s) in the RIK system by board member, if:

  • the company's share capital is 10 000 EUR minimum,

  • share capital is fully contributed,

  • such an option is allowed as per the Statute (a requirement for a notary is waived for share transfers).

If the criteria mentioned above are already met or if you prefer this option, the following steps should be followed:

  1. specify in the Articles of Association that the requirement for a notary is waived for share transfers (if not yet done),

  2. enter waiver in the commercial register (if not yet done),

  3. prepare and sign a share transfer agreement,

  4. changes made in the commercial register at the request of a board member.



3. via SECURITY ACCOUNT



If OÜ decides to register the shares in the Estonian Register of Securities instead, the transfer or pledge of the shares is not subject to the requirement of a notarial form, and the list of shareholders is entered in accordance with the rules of the Estonian Register of Securities.


This option can fit local (Estonian) company owners.


The following steps should be followed in this case:

  1. open a bank and securities account in Estonia for both parties

  2. register company shares in the Estonian Register of Securities

  3. transfer share/purchase price via banks

  4. information will be updated in the commercial register automatically.



If you need assistance with transferring the shares, feel free to contact us.

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