Articles
How to add a shareholder to a limited company in Estonia
Almost every aspect of establishing and managing an Estonian company can be done entirely online from anywhere. We say almost because things get a bit tricky when you want to add a shareholder to your private limited company. Adding a new director is already very easy if that person is an e-resident who can make a digital signature.
Until now, you’d have to transfer shares offline at a notary in Estonia. There are also two novel ways to transfer shares in an Estonian company, but these methods both have limitations too. Fortunately, there’s also a little-known trick that enables you to add a new shareholder online for your Estonian limited company without having to transfer any existing shares at all. The new shareholders don’t even need to have an Estonian digital ID.
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How to stop spam emails through the Estonian Business Register
You’ve just registered a new Estonian company but before you can even announce the launch of your business to the world, your company has already started receiving spam emails. This is a common complaint among e-residents and international residents of Estonia.
This happens because your company email is listed publicly along with other registry data of your company on the e-Business Register. However, there’s a nifty little solution here that is commonly used by Estonians.
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Here’s why e-residents are signing up for Smart-ID
Estonia’s digital ID cards are famous around the world, but most Estonians actually now use their mobile phones for regular digital signing instead. This is now also available to e-residents as an app called Smart-ID.
E-residents are signing up for Smart-ID because it’s faster, more convenient, and works even if your digital ID card is lost or expires.
Unicount is a virtual office service provider in Estonia to existing companies
Need a company address and contact person in Estonia for your registered company? Unicount is a virtual office service provider that lets e-residents and residents subscribe online.
We like to keep things simple here at Unicount, including by working remotely as much as possible. That’s also more important than ever all over the world now.
Yet all Estonian companies still need a registered office address in Estonia. And if you are living outside Estonia, like most e-residents, you’ll also need a licensed contact person for your company at that address. Together, this is usually called a virtual office.
Adam Rang: Why I’m joining Unicount
Adam Rang is a British-Estonian entrepreneur who helped develop Estonia’s e-Residency programme. He’s now joining Unicount – the simplest way to start an Estonian company through e-Residency – to help more people become e-residents and benefit from the programme.
The first time I used my Estonian digital ID card was more than four years ago in London. I wanted to start a company, but had no previous experience running a business and I’m not really a tech person. To be honest, I still struggle to work my TV remote control.
Now you can use Smart-ID for company formation
Estonian companies can now be established just using Smart-ID app. The first ever company established online using Smart-ID was today accepted by Registration Department of Tartu County Court. Previously, this was only possible using an Estonian digital ID card or mobile-ID.
It just became even easier to establish a company online in Estonia. Online company formation is now possible for Smart-ID users through a new self-service portal provided by Unicount.
Who is a beneficial owner?
Since 1 September 2018 all legal persons registered in Estonia are obliged to retain and publish data on the beneficial owners of the legal entity. This is based on chapter 9 of the Estonian Money Laundering and Terrorist Financing Prevention Act.
Pursuant to the Act, a legal person is required to retain and gather relevant, accurate and up-to-date data on its beneficial owners, including information on their right of ownership or other manners of exercising control.
Estonian e-Residency in a nutshell
E-Residency is a secure digital identity provided by the Estonian government to a person who is not an Estonian citizen and has no residence in Estonia. This is the first such project in the world, which gives access to a country and its services online.
Your Estonian digital identity comes in the physical form of a smart card with a chip that you get after your identity and compliance have been confirmed by Estonian government agencies doing background checks of applicants.
We have written this article to have everything you need to know about e-residency in a two-minute read.
Articles of association for Estonian OÜ
All limited companies (OÜ) registered through the Unicount online company formation service in Estonia follow standard articles of association. These articles of association are the English version provided by the Estonian Business Register for expedited limited company formation, effective from 1 June 2023. If your company is registered via the e-Business Register online service, you would have similar articles, unless you made manual amendments. For further information on the e-Business Register formation process and articles of association, we have written a detailed support article.
To ensure you have a complete understanding of the articles of association, we will take a closer look at each article in both the new version and the old version, which was used until 31 May 2023.
