As your business grows, so does your team. Whether you’re bringing in new talent, restructuring ownership, or simply updating your company’s records, knowing how to properly change board members or shareholders is essential for staying compliant in Estonia.
At Unicount, we regularly assist e-residents with company amendments. These changes may seem procedural, but they carry legal weight, and when done correctly, they help protect your business, clarify responsibilities, and ensure smooth operations.
This guide walks you through the key steps, legal requirements, and practical considerations involved in updating your Estonian OÜ’s management board and shareholder structure.
Changing board members in Estonia: What you need to know
Every Estonian private limited company (OÜ) must have a management board. This board is the executive body responsible for representing the company and making day-to-day decisions. Board members can be founders, employees, or external professionals, but they must be officially appointed and registered.
The process of appointing or removing board members is governed by §184 of the Estonian Commercial Code. In most cases, the shareholders make these decisions, and the changes are submitted digitally via the Company Registration Portal.
Appointing a new board member
To appoint a new board member, shareholders must adopt a resolution. This can be done in one of three legally recognized formats:
- At a physical meeting of shareholders (CC §§170–172¹)
- By written voting (following procedural rules in CC §173 and §189)
- By unanimous written decision (CC §173 subsections 6–7)
Once the resolution is made, the following steps apply:
- Prepare the minutes or decision document.
- Ensure all related parties (shareholders and new board members) digitally sign the documents.
- Submit the petition through the Company Registration Portal.
- Pay the €25 state fee for the amendment.
If you’re a sole shareholder and board member, as many e-residents are, the process is straightforward. You simply sign both roles and submit the documentation yourself.
Removing a board member
Removing a board member follows the same resolution formats. However, the signature of the person being removed is not required. The shareholders or remaining board members can submit the petition without it.
This flexibility is especially useful in cases where a board member is unresponsive or no longer involved in the company.
Adding or changing shareholders
Shareholders are the legal owners of the company. Adding a new shareholder typically involves either transferring existing shares or increasing the company’s share capital to issue new ones.
These transactions are regulated by the Commercial Code starting from §148, and they can be completed either:
- Online via remote authentication with a notary
- In person at a notary office or Estonian embassy
Remote authentication is a secure video-based process that allows e-residents to complete notarial acts without traveling to Estonia. However, it’s up to the notary to decide whether a specific transaction qualifies for remote authentication.
Key considerations when adding shareholders
- Each new shareholder increases the company’s minimum share capital by €0.01.
- Shareholders holding more than 25% must be listed as beneficial owners in the Commercial Register.
- Existing shareholders have pre-emptive rights to purchase shares unless waived in the articles of association.
- To increase share capital and issue new shares, 2/3 of shareholders must approve the decision.
- A €25 state fee applies for amending the register.
If your company has a fully paid share capital of at least €10,000, you may transfer shares without a notary, but only if this option is included in your articles of association and unanimously agreed upon by all shareholders.
Updating the articles of association
Changes to board members or shareholders may require updates to your company’s articles of association. This includes:
- Modifying voting thresholds
- Adding clauses about share transfers
- Adjusting rights and responsibilities of shareholders
These amendments must be approved by shareholders and submitted to the Commercial Register. If you’re unsure whether your planned changes require an update, it’s best to consult a legal expert or reach out to Unicount for guidance.
Linking your e-Residency to an existing company
If you registered your Estonian company before becoming an e-resident, you’ll need to connect your Estonian personal code to the Company Registration Portal. This allows you to manage your company using your digital ID card.
The update is free and can be completed online. Instructions are available in the portal’s Help Centre.
How Unicount can help
While all official changes to board members and shareholders must be submitted by the company itself via the Estonian Business Register, that doesn’t mean you’re on your own. At Unicount, we help e-residents understand the process, prepare the necessary documentation, and avoid common mistakes that could delay or complicate filings.
We can walk you through:
- What resolutions are required
- Which documents need to be digitally signed and by whom
- When updates to the articles of association are necessary
Our goal is to make sure you feel confident and informed before you log into the portal.
