According to Estonian Law on Obligation Act, the owners of the company shall set the sales purchase price for the existing company that would satisfy both parties.
The buyer would need to conduct a due diligence on the existing company. Such report should include including financial, accounting and legal due diligence reports.
If the Buyer or a Seller of Estonian company is not in Estonian then either the buyer or the seller would need to send to Estonian an authorized representative who will sign the sales purchase agreement in front of Estonian notary or as an alternative, to issue a Power of Attorney to our law Firm’s Estonian attorney who will represent the buyer of the seller and sign the sales purchase agreement at a notary office and file all documents with the Commercial Register and up on registration of a new owner provide a new Certificate of Registration with a new owner on it.
Before the sale purchase transaction, the buyer would need to prepare and provide for the transaction the following documents:
- Sale Purchas Agreement;
- By-Laws;
- Certificate of Registration;
- Certificate of Good Standing issued by the Secretary of the State;
- A letter issued by the Registered Agent on the current Stats of the company;
- Minutes of the general meeting of shareholders with respect to the purchase of the Estonian company;
- Copies of the passport of the authorized person, the representative of the buyer;
- Contact information of the representative of the buyer (phone, email address);
- Document showing the shareholder(s) of the buyer;
- Document showing the authorized person who has the rights to represent the buyer.
All above listed documents must be notarized with an apostille on them. Up on receipt of the originals the documents must be translated into Estonian language and notarized.
According to Estonian Employment Contracts Act, Article 112, up on reorganizing of a legal entity or changing the ownership, employment agreements with employees cannot be terminated if the legal entity continues to carry out the same or similar economic activities. In this case, the employment agreements will remain unchanged and transferred to the acquirer of the enterprise, regardless of the consent of the parties.
Article 113 of the Employment Contracts stipulates the obligation of the authorized person of the existing company authorized person of the buyer, in advance, but no later than one month before the acquisition of the company, to inform employees in writing regarding the transfer of the owners.
The sale and purchase transaction can be done within 3 days after submitting all documents.
Attorneys of our Law Firm in Estonia assists Clients to prepare all necessary documents provide all information to our Clients as well as to conduct an Accounting Due Diligence, a Financial Due Diligence and a Legal Due Diligence on behalf of our Clients