Estonian Company Tutorial: Increasing Share Capital

Currently, the minimum share capital for an Estonian company is 2500€, but this requirement will be removed in 2023 and you are able to read more about it from our article on share capital requirement changes. When establishing a company in Estonia, it is possible to postpone share capital payment and to complete the registration without paying in the share capital. 

Whether you need to be compliant with the new crypto regulations or would like to add shares and/or new shareholders to the company, you will need to increase your company’s share capital and in this article we’re going to talk about increasing the share capital of your Estonian entity.

Issuing New Shares and raising share capital

The first thing to take into account is the fact that you will need to have the share capital contribution done in order to increase the share capital.

Without share capital payment it’s not possible to pay dividends. That’s a small trade-off as when you start, you won’t have any dividends to pay.

The first step should be to pay in the share capital  to the company's bank account. When you’re raising the share capital, let’s say 4000€, then this 4000€ has to be paid. The description should be 'Osakapitali sissemakse', which means the Share capital contribution. 

After making the transfer, the next step is to obtain the bank statement that is signed by the representative of the bank. If you are using Wise, Paysera or Nexpay, then they provide the digitally signed bank statements in Estonian as well. 

Many other Fintechs aren’t capable of digitally signing these documents as required by the Estonian company portal. In this case the bank statement can be signed and stamped by the financial institution representative. sent to Estonia by physical mail and then sworn translated to Estonian.

If you’re making the share capital contribution, reach out to your banking provider and ask what is the process of getting the proof of share capital payment.

STEP 1. Prepare Minutes of The Meeting

Now you have to prepare the Shareholder’s decision file for  your company. In this document, you’re going to decide that you’re going to increase the share capital, name the person who has the subscription rights to these new shares and decide to alter the Estonian company AoA accordingly.

As date of the adoption of resolution, please insert “the date of the decision in digital signature / otsuse vastuvõtmise kuupäev digitaalallkirjas”.

Please click here to find document templates of  the minutes of the meeting. Note that this document has to be altered according to your needs both in Estonian and English.

The resolution should be digitally signed by all shareholders.

STEP 2. Make the share capital payment

Now you have to make the share capital payment and obtain the proof of payment as explained above. This process is usually quick, but depending on the banking provider, it can take several days to a week or more.

STEP 3. Log into the business Register

1. Log in to the e-business portal with your e-residency card.
2. Choose the login with the "ID CARD" option.
3. After logging in, please find the Dashboard under Applications, as shown below:
4. This opens up the view to 'My undertakings':
5. Press on ‘Change the data’. This opens up another screen with your company’s data.
6. Click on ‘Change the data’ once more.
7. Proceed with the application until ‘Capital’ section -> Click ‘Change’.
8. Update the amount of share capital.
9. You will also have to update the contributions under shareholders.

STEP 4. Alter the articles of association of your Estonian company

1. Proceed with the application until ‘Articles of association’ section -> Click ‘Change’.
2. Scroll down to Date of approval and insert today’s date.

STEP 5. Upload documents to registry

1. Now you need to proceed to ‘Documents’ to attach the Minutes and the bank statement from the bank.
2. Firstly, please choose the bank statement file from your computer and upload it.
3. In the "Type of document" option, select "Bank notice". If your company has several shareholders contributing to the share capital, you will have to repeat this process as many times as partners until all the receipts of the payment have been added.
4. Secondly, upload the shareholder’s decision file.
5. As for the "Type of document" option, select "Resolution of the body".

STEP 6. Submit the petition

1. After uploading the bank notice, please proceed with ‘Next’.
2. When scrolling down on the petition, you are able to review the details.
3. If all is good, then please scroll all the way down to the end of the webpage and click "Sign", as shown below:

This should result in showing "Signed" behind your name. After signing, please pay the state fee of 25€ and submit the application.

Conclusion

It’s fairly easy to increase the Estonian company share capital and add new shareholders by issuing new shares. If you use the instructions above, and the document template we provided, you’ll manage to do everything within one hour.

However, if you want to focus on your core business, don’t hesitate to ask for help. We can prepare all the necessary documents for you and all you have to do is to update the documents to the Estonian company portal.

If you’re interested in updating or obtaining the crypto license, feel free to get in touch with us via Comistar’s webpage or write directly to hello@comistar.com.