There’s a very simple way to add a new shareholder for an Estonian company online – even if that’s a person who doesn’t yet have an Estonian digital ID or if it’s a foreign legal entity. To help you do this, we created a free template you can download and submit to the Estonian Business Register.
We recently explained in our previous article about how to add a new shareholder for an Estonian company online. Instead of transferring part of existing shares to a new co-owner, which is quite complex, you can simply issue new shares to them online instead.
There’s just one issue.
You would need to submit your shareholder resolution showing the issued share face values and the new cap table, as well as your company’s updated ‘articles of association’. This document needs to be uploaded in Estonian.
If you are an e-resident or an international resident of Estonia then this might be a bit tricky. Don’t worry though. We’ve got you covered here.
Download Unicount’s free template
We created this free download of the template documents you need to add a new shareholder to an Estonian company online using this method.
Here’s a quick overview of the document we’re giving you.
1. Shareholder resolution
The first page is your company’s shareholder resolution confirming your new shareholder and the share allocation details with the payment terms. All the details that you need to fill out are in yellow.
The information you need to add all consists of names and numbers about your company and your new shareholder so you don’t need anything else translating into Estonian.
The share capital amount for an Estonian company can be between €0.01-50 000.
For our example, the company already has one owner with the share capital of €2,500. That used to be the minimum share capital deposit for small Estonian companies, including those run by most e-residents. However, the share capital deposit certificate and the minimum €2500 requirement are abandoned as of February 2023.
We’ve shown what the share capital would then look like if the existing owner wanted to bring in a new investor or partner who would receive 20% ownership of the company. As you can see in our example, an extra share with a face value of 625 euros has to be issued. That brings the total registered share capital of the company to 3125 euros. Of course, you can change this figure to reflect the percentage of the company that you are handing over.
As you can see, there is a section for adding the new shareholder’s Estonian personal identification code (known as isikukood in Estonian). If they don’t have one then you can add their date of birth instead.
And if you are adding a foreign legal entity then you should swap ‘isikukood’ (personal identification code) for ‘registrikood’ (registry number) then add their registry number here.
This means that you can bring in a new shareholder for your Estonian company even if they are not a citizen, resident or e-resident of Estonia. That’s very handy if they are unable to pick up their digital ID card due at the moment, although we definitely recommend that they apply for e-Residency due to its long-term benefits.
2. Articles of Association
The second page is your updated articles of association, known as põhikiri in Estonian.
We’ve adapted these articles of association from the same ones that the Business Register itself uses as standard within its online company registration service. If you register your Estonian company through Unicount then you will have a slightly different articles of association, which you can read here.
There’s only one change that is significant in this template. You have to amend the share capital to reflect the higher amount specified in the shareholder resolution.
However, we have another good tip here. You can insert a range instead of a specific number so we’ve suggested ‘€2,500 to €10,000’ in our example, which you can see in yellow. This will enable you to repeat this share issuing process in future by adding a new shareholder without having to submit the changed articles to the Business Register again.
That’s all you need. You can then log into the Estonian Business Register to amend your share capital and submit the shareholder resolution document.
We’d love to hear your feedback, especially from anyone who has tried this method using our advice. We are constantly learning and updating our advice too and there’s always a possibility that decisions can be changed or two different judges could make different decisions.
You didn’t even have to learn Estonian this time, but you could try doing that on Estonian language e-course if you wanted! It’s considered to be one of the most difficult languages for English speakers. There are 14 cases! However, we also have no sex and no future (as part of our grammar, we mean).
Quick links
We first advise you to read this article, which explains in detail about this method for adding a new shareholder for an Estonian company, including alternative options.
Download Unicount’s free template for adding a new shareholder for an Estonian company online.
Thanks for reading
Unicount is the simplest way to register a paperless EU company in Estonia, whether you are a citizen, resident or e-resident of Estonia.
Our service is available for people setting up a company with a single shareholder and director due to API limits from the Estonian Business Register. If you want to create a company with multiple owners then we recommend that you use Estonia’s state company creation portal directly. However, you’d still need a company address or contact person so you can first sign up for Unicount’s virtual office subscription then follow this guide for using Unicount’s address and contact person when registering a company through the state portal.
But if you register a single shareholder company through Unicount then we hope this article has been useful if you later decide to add a new shareholder online. Feel free to send us any feedback, either by opening the live chat on unicount.eu or by commenting where you saw this on social media.
