Selling the shares of a private limited company (OÜ) in Estonia has traditionally involved a visit to a notary, drafting a sales contract, and paying a notary fee, which can vary based on the transaction value.

But did you know there’s a faster, more cost-effective way to handle this process? Enter the Estonian Central Register of Securities (ECRS)—an alternative that’s simple, affordable, and perfect for e-residents looking to streamline business transactions.

What is ECRS?

The ECRS is a system where company shares can be registered digitally, much like the shares of a public limited company. Once registered, transferring ownership becomes as easy as issuing securities buy/sell orders through your bank. No notary, no fuss!

For e-residents, this is an excellent way to leverage Estonia’s advanced digital infrastructure to simplify share transactions without being physically present.

How to Register Shares in ECRS?

1. Shareholder Resolution:
   A decision by the shareholders (or sole shareholder) must be made to register the company’s shares in the ECRS.
2. Submit Documents:
   The resolution, shareholder list, and application are submitted to the ECRS.
3. Open a Securities Account:
   Each shareholder must have a securities account. These accounts can be opened at any bank operating in Estonia. E-residents can often manage this process remotely.

Buying and Selling Shares Through ECRS

Once shares are registered:

• Seller’s Role: The seller instructs their bank to transfer the shares by providing details such as the transaction type, price, and date.
• Buyer’s Role: The buyer submits matching instructions to their bank.

The process supports two transaction types:

• Against Payment: The buyer’s payment is automatically transferred when the securities are transferred, ensuring both parties’ interests are protected.
• Without Payment: Payment arrangements are handled separately, often through bank transfer or cash.

Why ECRS is a Game-Changer

1. Time and Cost Savings:
   Avoid notary fees and time-consuming appointments. The registration fee is just €30 + VAT (or €100 + VAT for urgent procedures), and transaction fees are minimal compared to traditional methods.
2. Legal Certainty:
   Buying shares through ECRS offers the same robust legal protections as purchasing real estate via the Land Register.
3. Perfect for E-Residents:
   E-residents can manage the entire process remotely, from opening securities accounts to transferring shares. This makes ECRS a valuable tool for those leveraging Estonia’s e-residency program.

When Does ECRS Shine?

While this method might not be cost-effective for low-value transactions, it’s an excellent solution for higher-value sales. Significant savings on notary fees make ECRS a smart choice for scaling entrepreneurs and investors.

Simplify Your Business Journey

For e-residents and Estonian business owners alike, ECRS offers a modern, streamlined approach to managing share transfers. Whether you’re looking to sell shares of your OÜ or explore the flexibility of Estonia’s digital economy, the ECRS is a solution worth considering.

Ready to make the move? Start saving time and money today!