Estonian company amendments

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Registry amendments

Share transfers 

General
For e-residents we can do most of the amendments on the basis of your digital signature.
If you are not e-resident the process must be done via notary.
We will prepare the required documents, e.g. Power(s) of Attorney, Registry Petitions, Minutes of the General Meeting et.  
We will also order the mandatory sworn translations, pay the state and notary fees. We will provide our guidance throughout the whole process.
Registry amendments usually take up to 1 week from submission of data and documents. 
General
A shareholder may transfer a share or a part of a share. The share transfer contract must be certified by an Estonian notary. That means that the notary ascertains the intentions of the parties and the facts which are essential for the performance of a legally correct transaction.

As a rule both parties (seller and buyer) must be present at the notary's office. If one or both of them cannot come to Estonia to sign the share transfer contract, a power of attorney (PoA) can be used. The PoA must be certified by a notary (and usually apostilled). Please inform us if a PoA is needed and we will send you a sample of such document that can be easily certified in your home country.
Required data and documents
In order to make relevant amendments we will need to know what kind of amendment you would like to make: 

1. adding new shareholders
2. increasing or reducing the share capital;
3. registration of share capital contribution
4. adding or removing board members;
5. changing the business name;
6. amending the articles of association;
7. registering a new financial year;
8. registering a new business address;
9. something else - written in message box

For the above changes usually either a board member or shareholder decision is required and submission of relevant petition to the Commercial Register. The decision can be signed with e-residency card/via local notary/on basis of Power of Attorney.  
Required data and documents
In order to prepare the documents and arrange a meeting at the notary's office, you need to present us the following:

1. Passport copies, home addresses and contact data of the seller and the buyer;
2. Marital status of the seller;
3. If the seller/buyer is a legal person- certificate of registration, passport copy of the representative and power of attorney (if the representative is not a board member);
4. If the seller is selling less than 100% of the share; the nominal value of the part of the share that will be sold;
5. Conditions of the transfer (price, payment conditions);

*Please be informed that public documents (power of attorney, marriage certificate, foreign company registry documents) issued abroad must be legalised or apostilled (depending on the document issuing country) in order to use them in Estonia as official documents.
Fees
Submitting changes in the registry are generally                    300 EUR 
Articles of Association amendments are usually                      250 EUR
Share capital changes are                                                          400 EUR
If a new POA must be drafted and sworn translated                250 EUR
Fees
Share transfer usually costs 300 EUR, however the fee depends on the cost of the transaction (how much is the whole share being sold for). 
If done remotely via certified Power of Attorney additional 250 EUR per Power of Attorney applies. 
Exact costs may depend on many details. Once we receive your inquiry, we are able to provide you precise cost estimation.
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Wisor Group O√ú | Narva mnt 5, 10117 Tallinn, Estonia | + 372 555 90 537
Service provider of trust funds and companies | Operating license nr. FIU000342  | 
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