Transfer of an Estonian Company to a New Owner

Company in Estonia OÜ will help transfer an Estonian company to a new owner or assist in preparing required documents. A successfully transferred company could have a name, owner, Management Board, address, phone number and email changed.

So far, there are three alternative ways of changing an Estonian company membership:

  • Transfer of a company through a notary by a visit of all company participant to a notary. The idea is that one of a company members sells his asset to another member.
  • Transfer of an Estonian company’s corporate stocks by a power of attorney. As in a previous way, all parties to a transaction must be introduced to a notary; however, introducing one or all members could be by proxy.
  • Remote transferring of an Estonian company through notar.ee. All members must have an e-Resident card.

I. Transfer by visit of all company participants to Estonia

Re-registration of a company by a personal visit of all participants is a fairly quick way to transfer an Estonian company. In order to re-register a company in the shortest time possible and limit your stay in Estonia to one day, we will need to get all the necessary information about the company and its owners in advance.

Before visiting Estonia in person, please send the following information:

  • Planned date of visit
  • Company name
  • Data of the Owners/Beneficiaries of the company (passport photo, email, phone number, residence address, marital status)
  • Data of the Directors of the company (passport photo, email, phone number, residence address, marital status)
  • Information about the financial activities of the company (bank statement)
  • Annual report for the previous year

Stages of a company transfer by visit

  1. Obtaining information from the client
  2. Appointment of the date and time of the visit to the notary
  3. Preparation of the necessary documentation
  4. Client’s visit to the office of Company in Estonia OÜ at the appointed date and time
  5. Joint visit to a notary to sign a prepared petition

Before booking an appointment with a notary, Company in Estonia OÜ will prepare the documents for a transfer of an Estonian company. Therefore, it is so important to send us the information about a company by email at least 10 days before your planned visit to Estonia.

After receiving the necessary information, we will book a time with a notary and draw up a petition to re-register an Estonian company. On the appointed day of your arrival, we will meet at the office of Company in Estonia OÜ at Sepise 1, Tallinn, 11415, Estonia. In 5 days after visiting the notary, you will no longer be associated with a transferred company.

II. Transfer by power of attorney

In order to re-register an Estonian company by power of attorney, you must comply with all the terms of cooperation and pay for the services of Company in Estonia OÜ before starting the process.

After payment for the services of Company in Estonia OÜ, it will be necessary to send photos of passports of all company representatives and information about a company to be transferred. As soon as the requested information is provided, our lawyer will send you examples of powers of attorney in English, which will need to be certified by a notary in your country.

Sequence

  1. Company in Estonia OÜ will send an example of power of attorney in English based on the documents and information received from the client.
  2. Based on the legislation of your country, it is necessary to prepare a sworn translation of the power of attorney into the state language.
  3. After sworn translations of all powers of attorney into the state language, it will be necessary to certify all powers of attorney at a notary and apostille them (if necessary).
  4. After the powers of attorney have been drawn up, they will need to be translated into English by a sworn translator.
  5. After certification and translation of all powers of attorney, they will need to be sent by courier to Company in Estonia OÜ at Sepise 1, Tallinn, 11415, Estonia.

Possible options for certification of prepared powers of attorney

  1. In English (a local notary certifies the examples of powers of attorney we have prepared).
  2. The prepared examples of powers of attorney will need to be translated into the state language of your country, and then certified by a notary.

Some countries such as Norway, Sweden, Netherlands, Belgium, France, and Germany accept documents in English.
Translation of powers of attorney into the state language is required in countries such as Finland, Latvia, Lithuania, Poland, Ukraine, Greece, Russia and so on.

Apostille

In the process of certification of documents, it is important to take into account the format in which a power of attorney is issued and whether it needs to be additionally apostilled in your country.

Certification of a document in accordance with the terms of the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, is called apostille. This is an international certificate, comparable to notarisation in domestic law. If an agreement is applied between two countries, apostille is sufficient to confirm the validity of the document, which eliminates the need for double certification by a sending country and then by a receiving country.

List of countries that do not require apostille when certifying documents by a notary:

  • Latvia
  • Lithuania
  • Poland
  • Russia
  • Ukraine

If the powers of attorney are certified in the state language of your country, they must be translated into English by a sworn translator. The originals should be sent by email only when the prepared powers of attorney are certified by a notary, (apostilled if necessary), officially translated into English by a sworn translator.

After receiving the powers of attorney, the process of a company transfer takes about two weeks. After this period, you will no longer be associated with a company.

III. Remote transfer of an Estonian company

Remote transferring of an Estonian company through www.notar.ee. All members must have an e-Resident card. In order to transfer an Estonian company remotely, all conditions should be discussed in advance. To that end, it is essential to provide all members details to Company in Estonia OÜ lawyer to book a time suitable for you on notar.ee.

All members must identify themselves through Veriff.com — take a photo of themselves and their ID using a web camera.

After all parties have verified their ID, a company sale transaction takes place — company representatives connect with a notary by a video link. Participants familiarise themselves with prepared by notary documents and sign them digitally.

Following to signing of the document by all parties, a notary signs the papers and completes the process of remote identification, and thereby the form becomes available to participants via a self-service portal.

Transfer cost

Transfer arrangement   400 EUR
Presentation of a participant (transfer by a power of attorney) 790 EUR
Transfer of an Estonian company to a representer of Company in Estonia OÜ     from 250 EUR
Notary services  200 EUR
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