September 1, 2020
Shareholders of an Estonian company can sell their shares remotely
Of course in certain conditions 🙂
In the Estonian e-residency program most of the things you need to do to manage your company can be done online.
However, some very specific legal procedures still required a physical visit to Estonia. One of them was changing the distribution of the shares of your company.
31.07.2020 On 1 August, an amendment to the Commercial Code will enter into force, which will enable private limited companies to transfer shares more easily in the future.
What are the conditions?
The legislation change gives shareholders great flexibility to redistribute the share capital easier and faster, and thus creates better opportunities to invest in Estonian companies. The minimum formal requirement provided by law is a written form specifying the share distribution, alongside these conditions:
In order to make a corresponding amendment to the articles of association, the share capital of a private limited company must be at least 10,000 euros and fully paid.
A notation shall also be entered on the registry card of the private limited company to indicate that the company removes the requirement of notarized approval of share disposal, sale or redistribution of shares. This indication helps to better safeguard the interests of the parties in the transaction, and this information may be important to potential acquirers before the transaction is made and influence their decision.
Such an amendment to the articles of association of an existing private limited company requires the consent of all shareholders. Therefore, the change cannot be made by a majority decision but must be the choice of all shareholders.
So in summary:
- The company must have declared a share capital of 10,000€ and they should have been paid.
- The company must alter the entry in the registry of the company to indicate the fact that shares can be redistributed online.
Other aspects to consider
Allowing a fully online redistribution of shares also increases the responsibility of the shareholders themselves and the management board. The Management Board will have the obligation to notify the Commercial Register immediately if there are changes in the shareholders’ distribution not performed through a notary. In addition, the shareholders are obliged to immediately notify the management board of any changes in the shareholders’ data of these changes, so the management board can notify the Commercial Registry.
The smallest nominal value of a share has also changed. What’s that? The minimum fragmentation that a share can be subject to. Previously, shares where divided up to one euro. That meant that if you had a share capital of 2500 euros, those were generally 2500 shares of one euro. You could not own 1250,50 € in shares, it was either 1250 or 1251 euros (50% or 50,04% of shares respectively).
With the new legislation, the minimum denomination of share is one cent of an euro. So now if you have 2500 euros in share capital, you may have 250,000 shares of 0,01€ of value each. The lower nominal value of a share is very convenient for potential acquirers, because the company can issue an exact share percentage that does not have to be rounded up or down to the nearest whole number.
If the above conditions are met, it will be possible to sell the shares or part of the private limited company on the park bench, in a café or on a computer using digital signatures.