Notarite KodaNotarial actsNotarial acts concerning companies

Notarial acts concerning companies

Support at the establishment of a company or with restructuring plans

If you are setting up a new company, selling a shareholding or planning to restructure your company, a notary can help you consider the necessary agreements and prepare the relevant documents.

About the notarial act

Decisions relating to a company affect who owns it, how it is managed and what kind of liability the participants assume. If agreements are clearly thought through and set out in writing from the outset, it is easier to manage the company and prevent potential disputes.

A notary’s work is not limited to drawing up documents. The notary clarifies what the parties actually want to achieve, explains the legal implications of the various options, draws up the necessary documents and submits them to the Commercial Register.

You can also consult a notary to set up a non-profit organisation or a foundation, to amend registry details, and to carry out other acts relating to legal entities.

What kinds of companies can be established in Estonia?

In Estonia, it is possible to establish several different types of companies: a private limited company, a public limited company, a general partnership, a limited partnership and a commercial association.

The most common type of company is a private limited company, but ultimately the most suitable form depends on the planned activities, the number of owners, the desired management structure and the level of liability the shareholders are prepared to assume.

All companies are entered in the Commercial Register, which is maintained by the Registry Department of Tartu County Court. The activities of private limited companies, public limited companies, general partnerships and limited partnerships are primarily governed by the Commercial Code, whilst the activities of commercial associations are governed by the Commercial Associations Act.

Should a company be established through a notary or via the e-Commercial Register?

As a general rule, a private limited company, a general partnership and a limited partnership can also be incorporated via the e-Commercial Register. Electronic establishment requires that all necessary parties can sign the documents digitally and that the documents and solutions provided by the e-Commercial Register can be used.

A public limited company, a commercial association and a foundation, however, are established through a notary. You may also consult a notary to establish a private limited company, for example if you wish to have customised articles of association prepared, if non-monetary contributions are made, if a foreign national is involved in the establishment, or if the shareholders require legal clarifications.

The establishment of a company through a notary does not necessarily mean that all parties must be present at the same notary’s office. With the notary’s consent, the act may also be carried out by means of remote authentication or hybrid authentication.

Preparing for the establishment of a company

Before contacting a notary’s office, consider the following:

  • which form of company is best suited to the planned activities;
  • what the company will be called and what its main area of activity will be;
  • who the founders are and what shareholdings they hold;
  • how big the capital is and how contributions will be made;
  • who will become members of the management board and, where necessary, the supervisory board;
  • how the members of the management board may represent the company;
  • what the company’s address, email address and financial year are;
  • who the company’s beneficial owners are;
  • whether it is necessary to appoint a contact person because the address is in a foreign country.

You should also consider how you wish to make decisions with other owners in the future, whether new owners or investors might be brought into the company, and what would happen if one of the owners wanted to leave the company.

If you are unsure which type of company or management structure is suitable, speak to a notary before making your decision.

You do not have to prepare the draft memorandum of association, articles of association or application for registration yourself. The notary will tell you what information and documents are required for a specific act.

A private limited company is suitable for many start-ups and companies already operating, as its governance and the relationships between shareholders can be organised with a fair degree of flexibility in the articles of association.

A foundation resolution is drawn up if there is a single founder and a memorandum of association is prepared if there are several founders. The articles of association of a private limited company are approved together with the foundation resolution or memorandum of association.

Where a company is established through a notary, the notary draws up these documents on the basis of the information provided by the founders, and the foundation resolution or memorandum of association and the articles of association are notarised.

In order to have the foundation resolution or memorandum of association and the articles of association drawn up, the following information must be submitted to a notary:

  • the names and places of residence or location of the founders; 
  • the business name, registered office and address, email address and other contact details of the private limited company to be established;
  • the proposed main area of activity (the area of activity is determined according to the classifier https://ariregister.rik.ee/est)
  • the proposed amount of share capital at the time of establishment and the share capital in the articles of association;
  • the nominal values and number of shares, as well as their allocation amongst the founders;
  • the amount to be paid for the shares, the payment procedure, and the time and place of payment;
  • if non-monetary contributions are made, the nature of the non-monetary contribution and the procedure for its valuation;
  • the specific rights attaching to a share, or of a shareholder, whereas if the specific rights attaching to a share are envisaged and various classes of shares are issued the articles of association will specify the designation of the various classes of shares and the specific rights attaching to the class of shares;
  • details of the members of the management board (name, personal identification code, place of residence); the number of members of the management board, which may be expressed as a specific number or a maximum and minimum number, and if necessary, also the specifications for the right of representation of the members of the management board;
  • where a supervisory board, procurator or auditor is appointed, their details; where a supervisory board exists, the number of its members may be expressed as a specific number or a maximum and minimum number.

Other agreements that are in accordance with the law may also be included in the articles of association, such as restrictions on the transfer of shares, rights attached to different classes of shares, or more detailed rules of governance.

The nominal value of each shareholder’s share must be at least one cent. While choosing a very small share capital is permitted, it is worth assessing, before making the decision, how much money the company needs to start trading and to meet its obligations.

The founders must pay for the shares in full before the submission of an application for registration of the private limited company in the Commercial Register. The notary explains how to prove that contributions were made and what additional documents are required.

A public limited company may be suitable for a company whose activities and ownership structure require a larger amount of capital and governance organised through a management board and a supervisory board.

The foundation resolution or memorandum of association establishing a public limited company and its articles of association must be notarised. The share capital must be at least €25,000, and the shares must be registered in the Estonian Securities Register.

A public limited company must have a management board, a supervisory board and an auditor.

The information that must be submitted to the notary is, for the most part, the same as that required when a private limited company is established. In addition, consideration must be given to the number and type of shares, the rights attached to the shares, the composition of the supervisory board, and the detailed procedures for the management of the public limited company.

A commercial association is suitable for individuals or companies who wish to promote the interests of their members through joint economic activity. The members of a commercial association may, for example, buy goods or services collectively, organise the sale of their products, or use other services jointly.

A commercial association must have at least two founders. The memorandum of association and articles of association must be notarised. The procedure for becoming a member and leaving, the amount of the contribution, any additional obligations, management, supervision, the coverage of losses, and the distribution of assets upon the dissolution of the association must be set out in the articles of association among other things.

If the articles of association do not provide for the personal liability of members for the association’s obligations, the association’s share capital must be at least €2,500. If the additional liability of members is provided for, the amount of such additional liability must be at least €2,500.

In order to have the memorandum of association and the articles of association of the commercial association drawn up, the following information must be submitted to a notary:

  • the names and places of residence or location of the founders;
  • the business name, registered office and address, email address and other contact details of the association to be established;
  • the purpose of the association:
  • information on the proposed main area of activity;
  • the start and end of the association’s financial year;
  • the proposed amount of the share capital;
  • the amount a member may pay to the association in addition to the contribution, or the procedure for determination of this amount;
  • the procedure for assigning additional duties to members;
  • the obligations of the founders towards the association;
  • the names, personal identification codes and places of residence of the members of the management board and of the members of the supervisory board if a supervisory board is established;
  • the number of members of the management board and, if a supervisory board exists, the number of members of the supervisory board, which may be expressed as a specific number or a minimum and maximum number;
  • whether there are any restrictions on the right of representation of the members of the management board: how many members may represent the association together or whether the association can only be represented by all members jointly;
  • the name, personal identification code and place of residence of the auditor and controller;
  • the name, personal identification code and place of residence of the procurator if a procurator is appointed;
  • the procedure and term for calling the general meeting;
  • the control bodies of the association, their competence and term of authority;
  • the procedure for the covering of loss;
  • the procedure for the distribution of assets upon the dissolution of the association.

A general partnership or a limited partnership may be suitable for a company with a small group of partners, where the partners wish to agree on their mutual relationships in a flexible manner.

In the case of these types of partnerships, the extent of the personal liability of the partners must be carefully assessed prior to establishment. The partners in a general partnership are jointly and severally liable for the partnership’s obligations with all their assets. A limited partnership has at least one general partner, who is liable with all their assets, and at least one limited partner. A shareholder who has paid their contribution in full is not liable for the partnership’s obligations; if the contribution has not been paid, they are liable to the extent of the unpaid amount.

The partnership agreement of a general partnership or a limited partnership does not need to be notarised. If you wish to submit an application for registration via a notary, the notary will draw it up on the basis of the information provided by the partners, and it must be signed by all partners.

In order to have the application drawn up and the data submitted to the register, the following information must be submitted to a notary:

  • the business name of the general partnership or limited partnership;
  • the partnership’s registered office and address, email address and other contact details, and information regarding its proposed main area of activity;
  • the start and end of the partnership’s financial year;
  • the names, personal identification codes or registry codes of the partners;
  • the partners authorised to represent the partnership and which of them are authorised to represent the partnership jointly;
  • the address of the partnership’s place of management, if it is situated in a foreign country;
  • the amount of the limited partner’s contribution when a limited partnership is established.

When a share in a private limited company is sold, it is not only the owner of the share who changes, as the buyer also assumes the rights attached to the share and becomes a shareholder in the existing company.

Before selling or buying a share, agree with the other party on which share is to be transferred, the price and the terms of payment, and when the share will be transferred to the buyer. It is also necessary to check whether the articles of association contain any restrictions on the sale of shares, whether other shareholders have a right of first refusal, and whether anyone’s consent is required for the transaction.

When selling a share, a distinction must be made between the sale agreement and the transfer of ownership of the share. An agreement under which the seller undertakes to transfer the share and the buyer undertakes to pay for the share does not, as a general rule, need to be notarised, but the disposition transactions required for the transfer of ownership are usually notarised.

However, there is an exception: private limited companies with a share capital of at least €10,000 may stipulate in their articles of association that certain disposition transactions may also be concluded under a simplified procedure. Shareholders may therefore stipulate in the articles of association that the transfer and pledging of the shares of the private limited company may take place, for example, in a format that can be reproduced in writing (i.e. in unattested format).

Role of the notary in the sale of a share in a private limited company

Although not every aspect of a sale transaction must be notarised, it is usually advisable to formalise the sale and the transfer of the share in a single document. The notary helps to formalise the sale and transfer of a share as a single contract, checks the legal aspects of the transaction and explains the content and consequences of the contract to the parties.

It is worth noting that you do not need to meet with the notary in person to sign a contract. Remote authentication allows you to conclude a transaction from home, the office or abroad.

The notary is an impartial legal adviser

The notary is obliged to ensure that the interests of all parties to the transaction are protected and that everything relating to the transaction is clear to the parties.

The notary does not represent either the seller or the buyer, but remains impartial when the transaction is concluded. The notary explains the content and implications of the contract to all parties involved and helps to set out the payment of the purchase price, liability, the representations and warranties of the parties and other key terms in a clear and unambiguous manner.

If agreements are clearly worded and all parties involved understand what they mean, this helps to prevent disputes later on.

The notary checks whether the seller has the right to sell their share

When a share is sold, the notary must verify the identities of the parties to the transaction and the beneficial owners, and must understand the company’s ownership and control structure.

A notarised contract therefore provides the buyer of a share in a private limited company with the assurance that the share being sold does in fact belong to the seller. In this regard, concluding the transaction before a notary helps to protect, for example, the interests of a shareholder’s spouse, to whom a share in the private limited company may belong as part of the joint property.

Furthermore, in the case of a notarised contract, the buyer will not encounter any problems in the future should it be necessary to prove the ownership of the share.

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The notary forwards the details to the Commercial Register

The notary may submit a notarised power of attorney to the Commercial Register immediately, electronically and at no extra cost, and this does not have to be done by the company’s management board. The transmission of information by a notary ensures a higher level of reliability of the data in the register.

The contract remains available to the parties to the transaction

The contract drawn up by the notary is always available to the parties both digitally and on paper – this helps to prevent future disputes between the parties and, if necessary, assists in proving the facts relating to the dispute in court proceedings.

Signing the contract


The contract is signed at the notary’s office, via remote authentication or through hybrid authentication. The notary explains the content and consequences of the contract and answers the questions of the parties before the contract is signed.

Do not sign the contract before its content is clear to you and corresponds to your actual intent.

Entry in the Commercial Register


After the transaction, the notary forwards the necessary details to the Commercial Register. If the list of shareholders is maintained by the Commercial Register, ownership of the share is transferred to the buyer when the entry in the list of shareholders is made.

You can check the entry in the register later via the e-Commercial Register.

Contact person of the company


If the legal person’s address is in a foreign country, a contact person must be appointed in Estonia. Procedural documents and declarations of intent intended for the legal person can be delivered to the contact person, and any document delivered to that person is deemed to have been delivered to the legal person as well.

Only a person specified by law may be appointed as a contact person, such as a notary, a lawyer or the owner of a law firm, a certified auditor or an audit firm, a tax representative of a non-resident, or a provider of trust and company services that meets the relevant requirements.

The contact person’s name, personal identification code or registry code, address in Estonia, email address, consent and the term of acting as contact person will be submitted to the register. The consent must be digitally signed or notarised. Unless the term is extended before it expires, the contact person’s details will be automatically deleted from the register.

Notary fee


When a private limited company, a public limited company or a commercial association is established, the fee depends, among other things, on the proposed share capital, the number of parties and any additional notarial acts required.

The Notary Fees Act contains a table of transaction values and full fees, which can be used to calculate the amounts of the notary fees. For example, if a private limited company is established by a single founder, the notary fee is €21. In the case of a bilateral or multilateral transaction, the notary fee is double the full fee. For example, if the transaction value when establishing a private limited company is €2,500, the notary fee is 21 × 2 = €52,08.

The fee for drawing up a draft application for registration to be submitted to the Registration Department of the court, certifying the applicant’s signature and issuing a digital copy of the application is €44,33. In the case of several applicants, a fee of €7,87 is added for the certification of the signature of each additional person.

The notary fee for sales contracts can be calculated using the notary fee calculator.

Notary fee calculator

The fee for drawing up a draft application for registration to be submitted to the Registration Department of the court, certifying the applicant’s signature and issuing a digital copy of the application is €42.90.

Useful links

Legislation

Contact and help

If you have agreed on a transaction or need advice, please contact a notary.

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