How to Change a Company Name in Estonia

Changing a company name in Estonia is a straightforward process, but it requires amending the company’s Articles of Association and registering the change with the Estonian Commercial Register. The procedure differs depending on whether the shareholders can sign documents digitally using an Estonian e-Residency card or whether the change must be completed through a notary public.

Before You Start

Before initiating the name change, it is advisable to:

• Verify that the new company name is available and complies with Estonian naming requirements.
• Ensure that the proposed name is distinguishable from existing registered business names.
• Update the company’s Articles of Association to reflect the new name.

Option 1: Change the Company Name Using an e-Residency Card

If all shareholders and management board members have valid Estonian digital IDs (including e-Residency cards), the company name change can usually be completed online.

Procedure

1. Prepare a Shareholders’ Resolution The shareholders must adopt a resolution approving:
   • The change of the company name.
   • The amendment of the Articles of Association.
2. Update the Articles of Association The new company name must be inserted into the Articles of Association.
3. Sign Documents Digitally with PIN-2 All required parties sign the resolution and amended Articles of Association using their Estonian digital signatures.
4. Submit the ApplicationThe application for amendment is submitted electronically through the Estonian Company Registration Portal.
5. Registration of the ChangeOnce approved by the Commercial Register, the new company name becomes officially registered.

Advantages

• Fast and efficient process.
• No need for a physical visit to a notary.
• Lower administrative costs.

Option 2: Change the Company Name Through a Notary Public

If the shareholders or board members cannot use Estonian digital signatures, the company name change can be completed through a notary public. (Choose a notary public from a list, contact and do this procedure with a notary).

Procedure

1. Prepare a Shareholders’ ResolutionA shareholders’ resolution is required approving:
   • The change of the company name.
   • The amendment of the Articles of Association.
2. Amend the Articles of AssociationThe new company name must be included in the revised Articles of Association.
3. Attend a Notarial MeetingThe shareholders or their authorised representatives sign the necessary documents before an Estonian notary public.
4. Submission to the Commercial Register The notary submits the required documentation to the Commercial Register.
5. Registration of the New Company Name After registration, the company may officially operate under its new name.

Documents Typically Required

• Shareholders’ resolution approving the name change.
• Amended Articles of Association containing the new company name.
• Identification documents of shareholders or representatives.
• Power of attorney (if applicable).

What Happens After Registration?

Once the company name change has been registered, the company should update:

• Business contracts and agreements.
• Bank account information.
• Invoices and accounting records.
• Company website and email signatures.
• Employment documents.
• Licences, permits, and regulatory registrations where applicable.

Template of Article of Association in english

ARTICLES OF ASSOCIATION

1. The business name of the private limited company (hereinafter referred to as the “Company”) is Cherrydrive OÜ.
2. The registered office of the Company is located in Tallinn, Harju County, Estonia.
3. The minimum share capital of the Company is EUR 10 and the maximum share capital is EUR 40.
4. Shares may be paid for by monetary or non-monetary contributions. The procedure for making contributions shall be determined by the shareholders.
5. The value of non-monetary contributions shall be determined by the Management Board of the Company. The valuation of non-monetary contributions shall be audited if required by law.
6. Shares may be issued at a premium, meaning for an amount exceeding their nominal value.
7. The Company shall not have a reserve capital.
8. Each share with a nominal value of EUR 1 shall grant one vote.
9. A shareholder may freely transfer a share to another shareholder. In the event of a transfer of a share to a third party, the other shareholders shall have a right of first refusal within one (1) month from the submission of the transfer agreement.
10. The financial year of the Company begins on 1 January and ends on 31 December.
11. The Management Board is the management body of the Company and shall represent and manage the Company. The Management Board shall consist of one (1) to five (5) members. Members of the Management Board shall be elected and removed by the shareholders. Members of the Management Board shall be appointed for an indefinite term.
12. The Company shall be dissolved:
    (a) by a resolution of the shareholders;
    (b) by a court decision; or
    (c) on other grounds provided by law.
13. The members of the Management Board shall act as liquidators of the Company unless otherwise provided by a resolution of the shareholders or a court decision.
14. Any matters not regulated by these Articles of Association shall be governed by the Estonian Commercial Code and other applicable legislation of the Republic of Estonia.

Conclusion

Changing a company name in Estonia is a relatively simple corporate procedure. Companies with access to Estonian digital signatures can complete the process online through the e-Residency and Company Registration Portal. If digital signing is not possible, the change can be executed through a notary public by adopting a shareholders’ resolution and amending the Articles of Association to reflect the new company name.

Proper preparation of the resolution and updated Articles of Association will help ensure a smooth and efficient registration process.