Transfer of a share

According to Estonian Commercial code (article 149 (4, 5)) a transaction constituting an obligation to transfer a share of a private limited company (Osaühing/OÜ) and a disposition must be notarised.

 

The notary who certifies a disposition for the transfer of a share shall send a notice concerning the transfer of the share in the format established by the Minister of Justice to the registrar of the commercial register within two days after certification of the contract. The prementioned provisions do not apply to the transfer of shares entered in the Estonian Central Register of Securities.

 

The forms of notarial acts of Estonian notaries are notarial certification and notarial authentication. In case of share tranfer contracts notarial certification is necessary. Notarial certification means that the notary prepares the contract, establishes necessary active legal capacity or capacity to exercise will of the parties, ascertains the intentions of the parties and the facts which are essential for performance of a legally correct transaction. The notary shall also explain to parties the meaning and legal consequences of the transaction and the different possibilities for conclusion of the transaction.

 

In order to prepare the documents, the following data and documents are necessary to be submitted to the notary (sample list, depending on the case additional data and/or documents may be required):

 • Name, registry code/identification code and contact data of the transferer
- In case the transferer is a natural person information and/or documents on marital status
- In case the transferer is a foreign legal person documents on legal capacity and the right of representation (certificate of registration, certificate of good standing, articles of association or other depending on the law of the state on the basis of which the legal person is founded, unless the legal person is actually managed in Estonia or the main activities of the person are carried out in Estonia, in which case the legal person shall be governed by Estonian law)

 • Name, registry code/identification code and contact data of the transferee
- In case the seller is a foreign legal person documents on legal capacity and the right of representation (certificate of registration, certificate of good standing, articles of association or other depending on the law of the state on the basis of which the legal person is founded, unless the legal person is actually managed in Estonia or the main activities of the person are carried out in Estonia, in which case the legal person shall be governed by Estonian law)

 • Conditions of the transfer

 • List of shareholders of the OÜ, kept by the management board

 

Public documents issued abroad must as a rule be legalised or authenticated by a certificate replacing legalisation (an apostille)!

If a party or the person(s) having the right to sign in the name of a party can not come to Estonia to sign the notarial share transfer contract, then a power of attorney can be used.
A list of officials of foreign states in the case of whom it is presumed that the identity of the principal and his or her capacity to enter into a transaction is positively verified is established by a regulation of the Minister of Justice. An authorisation document authenticated or certified by such official is equal to an authorisation document certified by an Estonian notary upon compliance with the requirement of legalisation or authentication by an apostille.