making changes to your company on the e-business register

A guide on how to make changes to your company articles of association on the e-Business Register with the least amount of hassle

At the start of February, changes to the Commercial Code and some associated legislation like the new Commercial Register Act came into effect. The key change for e-⁠resident founders to be aware of is the reduction of the mandatory minimum share capital necessary for an Estonian company. So if you hadn’t yet heard, your business can now have a minimum of 0.01€ per shareholder as its share capital!

Since 1 February, e-⁠residents can already set their share capital as low as this new minimum when registering their companies in the e-Business Register. However, if your company was founded before this change happened - as almost 25,000 e-⁠residents’ companies were - you’ll need to take action to benefit from the new minimum. This means logging in and making changes to your company articles of association in the e-Business Register. In particular, changes should be made to your company’s articles of association. There may also be other formal changes you need to make with how your company is managed, when it reports on its previous fiscal year, etc. After all, practice makes perfect!

In this blog, we’ll go through some things you may want to keep in mind when either registering or making changes to your Estonian company through the e-Business Register. These suggestions have been gathered from e-⁠Residency team members, company owners and others with experience in navigating the more formal side of company management.

NB: Our guide below is not meant to provide advice or specific instructions on how you should or should not manage your company. It is rather an outline of some of the options available to you, which may be less commonly known or used by e-⁠residents.

Making changes in the e-Business register

To get started, how do you make changes to your company? The easiest way to go about this is to log in to the e-Business Register using your digital ID. You will be able to find all your company information listed in “My undertakings”. While this article focuses more on changes you can make to your company’s articles, there is other information you can change more easily, some of which will not incur a state fee.

State fees

First up, be aware that changes to your existing company made on the e-Business Register come with a cost - called a state fee. Whether a change incurs a fee and the amount of the fee itself will depend on the type of change you are making and your organisation’s type (e.g. is it an OÜ or MTÜ). To make changes to your OÜ for example, expect to pay 25 euros. 

Find an overview of some of the state fees e-residents encounter in our Knowledge Base article.

Which actions are exempt from or subject to state fees? This is regulated by §23 and §24 of the State Fees Act. Generally, minor changes, such as changing the email address of your company or contact person are exempt from any fees. If you want to be absolutely sure whether the change you’re looking to make will incur a state fee, this overview put together by the Ministry of Finance provides useful information.

What are articles of association?

Your company’s articles of association function as the most basic and fundamental (legal) rules regulating your company’s activities. They are generally set out in a document called a memorandum of association. This document is agreed on and approved by all founders when you start your company.

Here are some of the things which must be set out in your articles:

• The name of your company. Before settling on a name, check if it is available here.
• The location of your company. For Estonian companies whose management board is located abroad, finding a business service provider to act as a legal address and contact person is also a must. E-residents can find some service providers listed on our Marketplace. 
• Rules on how formal decisions are made within your company, for example, company’s shareholders’ meetings (including procedures for calling a meeting, quorum, and voting procedures, including the procedure to change the articles themselves!)
• The number of seats in the management board
• And of course, distribution of assets upon dissolution. 

Read the requirements you need to fulfil in order to set up a non-profit in Estonia.

Making changes to your company articles of association

1. Changing your company’s minimum share capital

Likely the most commonly made change to existing company articles of association since February 1st 2023 is changing the amount of share capital a company has. The amount of share capital and commitments related to that are recorded in the articles of association. So, amending that document is the first step to benefitting from the newly established 0.01€ minimum. 

To make changes to your company’s share capital, simply change the corresponding paragraph(s) in your articles. Keep in mind that if you have multiple shareholders or have already set a different share price for your company previously, your changes should not contradict these existing obligations.

• Top tip #1! The state fee to change your company’s articles is the same regardless of the extent of the changes you make. So, it's a good opportunity to think about other company procedures that no longer work for you.

• Top tip #2! Use the model documents and templates available online when preparing your own amendments. One option is to use the templates provided by the e-Business Register, which include templates for recording the minutes of meetings and votes, changes to the management board, etc. Another good source is a selection of model documents put together by Startup Estonia and some leading Estonian law firms.

2. Making other changes to your company articles

When adjusting your company’s minimum share capital, also consider any other changes to your company articles. 

Firstly, take a look at shareholder obligations and powers, ways of making decisions and how shareholders’ meetings are called and handled. 

Another area to check the rules about your managing board. You can specify in the articles the obligations of your managing board, its election process, and size. When your company is founded, the default size of the managing board suggested by the e-Business Register is 1-5 members. Perhaps your company may need a higher number. However, we don't recommend setting the amount of management board members as a specific number (e.g. 3 members). Rather, use a range (2-4 members) in order to reduce any unnecessary hassle when changes happen in the future.

Thirdly, how you conduct meetings is a key part of running an efficient, accountable business. You don’t need to specify all procedures connected to calling meetings, voting, minuting etc in your company’s articles. You could instead create an additional document on these aspects voted on by your shareholders and referred to in your articles. This document, sometimes known as ‘Procedural Rules’, can set more specific rules but require less effort to modify going forward. Agreements which may need to be updated more regularly, such as specific management board seats and responsibilities or rules for minuting, may be more at home in this document. The advantage is that there is no need to amend your documents on the e-Business Register. Nor will you need to pay a state fee every time you decide to change your company's procedural rules.

3. Adding chapters to articles

The next category to think about is not strictly about changes, but additions. Aside from making changes to rules already in place, you can also add new chapters and specifics. 

As your company grows and adds shareholders and board members, it may become necessary to get more specific. For example, how decisions are made, which decision-making bodies or advisory bodies exist within your company, and much more. If your articles don’t elaborate on questions like these, the minimum requirements set by Estonian law will apply automatically. For example, §157(2) of the Commercial Code states, “A shareholder shall be paid a share of profit (dividend) in proportion to the nominal value of the shareholder’s share unless the articles of association prescribe otherwise.” 

In instances like these, the Commercial Code allows you to specify and tailor how your company is run. It's a good opportunity to consider whether your company’s needs and opportunities have changed since its founding and make changes accordingly. However, keep in mind that your articles of association are fundamental to how your company operates. So, changes should not be made without due consideration. 

You may also want to consider consulting a business service provider for advice on this before proceeding. In which case, visit the e-Residency Marketplace to find a suitable one.

4. Changes must comply with Estonian law

Always keep in mind that any changes or additions you make to your articles must comply with Estonian law. For voting majorities and deadlines, you can increase the requirements your articles place upon the management board. However, you cannot reduce them from the minimum requirements specified by law. For example, you can increase the minimum notice of your company’s annual general meeting taking place from 3 weeks to 4. But you cannot make it lower than 3 (§294(3) of the Commercial Code).

5. Approval of new articles

Changes or additions to articles generally need the approval of company shareholders.  How this works in practice will of course entirely depend on how your articles of association are currently set up. Estonian law sets a minimum of 50%+1 shareholder voting majority cast in favour to indicate approval. But as with other topics, this percentage can be increased to a voting majority that suits your needs better.

6. Final step: upload your new articles to the e-Business register. 

Once the articles are approved, you need to update or upload them to your company’s profile in the e-Business Register. You can find your company’s profile and all the necessary information on the e-Business Register available in “My undertakings” once you’re logged in. This is also where you can modify your articles. The e-Business Register has a useful step-by-step guide for this process. 

Uploading your adopted articles does not mean that they are official just yet. The e-Business Register has 1-5 business days to process the application.

If there are deficiencies, such as amendments which are not in accordance with Estonian law, you will receive a notification. You can make the necessary changes to your application and documents online and re-sign and submit them. If you’ve already paid the state fee, you won’t need to pay it again to make these amendments. However, keep in mind that if your application has already ended (e.g. if you didn’t make the amendments before the deadline for them passed), you will need to re-start the entire process and pay the state fee again. If you need more information on making changes to your ongoing application, this guide may be useful.

Further reading and resources

There are of course multiple ways to run your company and its procedures. While e-⁠Residency strives to provide information and guidance, it’s up to you to make decisions and set the best processes for your business. 

We hope you are now clear on some of the key topics that can be adjusted in a company's articles. Take your time to research best practices and find out what works best for you and your company. On this note, here are some great further reading and resources to help:

• Check out the Model Document templates on the Startup Estonia webpage,
• Ask your business adviser for their input, or find a service provider from our Marketplace,
• Ask for advice from the e-Residency community, for example, our subreddit r/eResidency, or
• Post your questions to the E-⁠residents in Estonia Facebook group.

This article was written by Katrina Koppel, Customer Support Quality Manager at e-⁠Residency. If you have ever written to our support team, Katrina may have assisted with your query.

Find more in-depth, support-focused content on the e-Residency Knowledge Base.