How to Increase Share Capital in an Estonian OÜ: A Practical Guide

Short answer: To increase share capital in an Estonian private limited company (OÜ), the shareholders adopt a resolution and the company completes the required contribution or bonus issue before the board files the change application with the e-Business Register. The resolution must set out how the increase is made and who may subscribe; the increase takes legal effect when the Commercial Register records it. Check the company’s articles of association and current register data before choosing a route.

Reviewed: 11 October 2026. This practical guide explains the main methods, approvals, documents and filing steps for an Estonian OÜ. The correct procedure depends on the company’s articles, existing capital, shareholder structure and the source of the contribution.

What does increasing share capital mean?

Share capital is the amount recorded in the company’s articles and Commercial Register as the nominal value of its shares. Increasing it changes the company’s registered capital and may also change the number, nominal value or ownership proportions of its shares. It is different from a shareholder loan, an ordinary payment into the company’s bank account or a bookkeeping entry to retained earnings.

A capital increase can bring new funds or assets into an OÜ, support a new investor’s entry, adjust ownership, or convert eligible equity into registered share capital. It does not automatically improve creditworthiness, guarantee financing, or make a company eligible for a licence or bank account. Consider the business purpose first, then choose the legal and accounting route.

Main ways to increase an Estonian OÜ’s share capital

1. New shares for a cash contribution

The company issues new shares and the subscriber pays the agreed subscription price. The shareholders’ resolution should define the amount of the increase, the new shares and their nominal values, who can subscribe, the subscription period, and any issue price above nominal value. The company’s articles and statutory subscription rights determine how existing shareholders are treated. If an outside investor is to subscribe, confirm whether existing shareholders have a pre-emptive right and whether it can be restricted or excluded for this transaction.

Keep clear evidence that the payment was made to the company and follow the filing process for the amount and payment method. The rules for initial company formation are not a substitute for the procedure to amend an existing company.

2. New shares for a non-cash contribution

A contribution may consist of property or a transferable right rather than money, if the asset is suitable under the law and the company’s articles. The contribution must be described and valued; the board and, in some cases, an auditor or expert may have additional duties. The filing should include the required evidence of value and transfer. Do not use a non-cash contribution simply to avoid a cash payment or to assign an unsupported value to an asset.

3. Increase the nominal value of existing shares

Depending on the company’s articles and the shareholders’ resolution, the nominal value of existing shares may be increased. The documents should explain how each shareholder participates and whether the change alters their relative ownership or voting rights. Model the post-increase share structure before the meeting so that the register application, articles and accounting records agree.

4. Bonus issue from equity

A bonus issue increases share capital by transferring eligible amounts within the company’s equity to registered capital, without a new cash contribution from shareholders. It is based on the relevant financial information and must comply with statutory conditions. Because no new cash is necessarily received, it should not be presented as fresh funding. Ask the accountant to confirm the source and supporting balance sheet before the resolution is adopted.

5. Conditional or staged increase

Some financing arrangements use a conditional increase or staged subscription. These structures need carefully drafted terms, deadlines and corporate approvals. They may involve investor rights, options or other arrangements that affect future ownership. Obtain company-law and tax review before offering such rights or signing investment documents.

Step-by-step: how to increase share capital in an Estonian OÜ

Step 1: Review the current company documents

Download the latest articles of association and company data from the Estonian e-Business Register. Check current share capital, whether contributions have been paid, the shareholder list, share values, voting arrangements and the wording of the articles. If an earlier contribution was deferred or remains unpaid, resolve that position before starting a capital amendment; the official e-Residency guidance notes that unpaid capital can restrict later capital changes.

If you are also planning a shareholder change, read our guide to share transfers in Estonia. A capital increase that introduces a new owner is not the same transaction as a simple transfer of existing shares.

Step 2: Choose the amount, method and allocation

Decide how much to increase the registered capital, who will subscribe, what each person contributes, whether an issue premium applies, and what the ownership percentages will be afterward. Prepare a before-and-after cap table. Consider whether the intended outcome is new funding, an investor’s entry, a bonus issue or another objective. A shareholder loan may suit a short-term funding need better, while registered capital has different legal, accounting and future-distribution consequences.

Step 3: Check voting thresholds and subscription rights

Under §192 of the Estonian Commercial Code, a resolution to increase share capital generally requires at least two-thirds of the votes represented at the shareholders’ meeting, unless the articles require a higher majority. If the articles must be amended, that amendment is decided before the capital increase. The resolution must contain the statutory particulars, and existing shareholders may have subscription rights unless validly dealt with under the law and articles. Confirm notice, meeting and written-vote requirements for the particular company.

Where the increase changes ownership percentages, explain the dilution clearly to all shareholders. A resolution that looks straightforward on paper can create a dispute if the subscription opportunity, price or allocation was not handled properly.

Step 4: Prepare the resolution and amended articles

Draft the shareholders’ decision or meeting minutes with the increase amount, number and nominal value of any new shares, subscription terms, payment deadline, permitted subscribers and other required terms. If the articles change, prepare the updated full text and adopt the amendment in the correct order. RIK provides pre-filled document templates for company amendments; use them as a starting point and check that they fit the transaction.

Not every special arrangement can be handled by a standard form. If the documents involve a non-cash contribution, an investor agreement, conditional rights or several coordinated amendments, have the wording reviewed before signatures are collected.

Step 5: Receive and document the contribution

For a cash contribution, follow the resolution and keep payment evidence. For a non-cash contribution, document the asset, valuation basis, transfer and any required reports. For a bonus issue, prepare the eligible financial statements or interim balance sheet. The evidence required depends on the route and the portal’s current filing prompts.

Do not assume that an increase is complete merely because a shareholder has transferred money or the meeting has approved a resolution. The corporate decision, contribution and register filing are separate stages.

Step 6: Submit the change through the e-Business Register

The management board prepares and submits the change application through the company’s e-Business Register account, attaches the required resolution, minutes or voting record, amended articles and evidence for the chosen contribution method, and pays the state fee shown in the portal. The exact attachment list can vary. For current instructions, see the official RIK guide to changing an OÜ’s capital (in Estonian) and the e-Residency knowledge-base explanation of share capital.

If a filing is incomplete or the information conflicts with the articles, the registrar may ask for corrections. Read each application screen carefully, verify the new share structure and make sure all required persons can sign digitally or through the applicable notarial route.

Step 7: Wait for the register entry and update records

The increase takes legal effect when it is entered in the Commercial Register. After registration, download the updated company card and articles, check the shareholder and capital details, and update the company’s accounting records, shareholder register, internal cap table and any relevant bank, investor or licensing records. Keep the resolution, payment evidence and register confirmation with the company’s permanent documents.

Documents commonly needed

• Current articles of association and company extract.
• Shareholders’ resolution, meeting minutes or record of voting.
• New or amended articles, if the increase changes them.
• Evidence of cash contribution, where required.
• Valuation and transfer documents for a non-cash contribution.
• Annual report or interim balance sheet for a bonus issue, where applicable.
• Updated shareholder and share information for the register application.
• Digital signatures or other authentication required for the chosen process.

Use the current portal checklist for the exact application. RIK’s guide to changing legal-person data explains the broader filing workflow and available application functions.

Costs and timing

The total cost can include the state fee shown during filing, accounting or legal review, valuation costs for a non-cash contribution, and notary fees if the documents or transaction require a notarial act. The state fee and supporting costs may change, so check the amount in the live register portal or confirm it with the relevant professional before budgeting. Do not rely on a fee quoted for company formation as the price of an amendment.

Processing time depends on the completeness of the application, the type of contribution, required signatures and whether the registrar requests clarification. Allow time to prepare the resolution, obtain shareholder approvals, make the contribution, collect supporting documents and respond to any correction notice. A filing is not guaranteed to be completed within a particular number of days.

Accounting and tax points to consider

Record the increase consistently with the resolution and the registered share structure. Keep evidence showing whether funds were paid as share capital, share premium, a shareholder loan or another equity contribution. These categories are not interchangeable. Estonia’s tax rules can apply differently when capital is later reduced or amounts are distributed from equity; the Estonian Tax and Customs Board guidance on income tax and equity payments explains why the company should preserve reliable contribution records.

For routine bookkeeping after the amendment, see our accounting services. If the change also affects the company’s registered contact details, our pages on an Estonian legal address and contact person describe related services. Tax treatment depends on the full facts, the company’s records and the shareholder’s tax residence; obtain individual advice where needed.

Common mistakes to avoid

• Using the company’s incorporation procedure instead of an amendment application.
• Forgetting that articles may need to be amended before the increase is approved.
• Ignoring voting thresholds, notice rules or shareholders’ subscription rights.
• Issuing shares without documenting the allocation, price and payment deadline.
• Recording a shareholder loan or ordinary transfer as share capital without the required corporate steps.
• Using an unsupported valuation for a non-cash contribution.
• Assuming the capital increase is legally effective before the Commercial Register entry.
• Failing to update accounting and ownership records after registration.

Frequently asked questions

Can I increase the share capital of an Estonian OÜ online?

Many ordinary amendments can be submitted through the e-Business Register when the required participants can sign and the transaction is supported by the portal. Special cases, identity or document issues may require notarial involvement or additional evidence. Check the live application options for the company.

What shareholder majority is usually needed?

The general rule is at least two-thirds of the votes represented at the meeting, unless the articles require a higher majority. A specific case may have additional requirements, especially where the articles change or subscription rights are affected.

Does a capital increase always bring new cash into the company?

No. A cash issue brings a new monetary contribution, while a non-cash issue uses an eligible asset or right. A bonus issue transfers eligible equity amounts into registered capital and does not necessarily bring in new funds.

Can a new investor join through a capital increase?

Potentially. The company must set valid subscription terms and address existing shareholders’ rights, voting requirements and any amendments to its articles. Plan the post-transaction ownership and voting structure before approving the issue.

When does the increased share capital become effective?

The capital increase takes effect when the relevant entry is made in the Commercial Register, subject to the applicable statutory requirements. Keep the register confirmation as evidence of completion.

Can I use the capital to pay company expenses?

Share capital is part of the company’s equity, not a fee paid to the state. Once funds are properly contributed and available to the company, their use must still be for legitimate company purposes and properly recorded. Do not treat capital as a personal withdrawal.

Will increasing capital change the company’s tax position?

Not automatically in a single predictable way. The tax consequences depend on the contribution, later payments or distributions, accounting records and the shareholders’ circumstances. Ask an accountant or tax adviser to review the intended route.

Should I increase capital or use a shareholder loan?

They serve different purposes. A loan creates a repayment obligation and should have clear loan terms; share capital changes the registered ownership structure and is generally not repaid like ordinary debt. Compare governance, financing, accounting and future exit needs before deciding.

For a planned ownership restructure, compare the capital increase with a transfer of existing shares and consider how it fits the company’s wider plans. Our guides to Power of Attorney in Estonia, e-Residency, and ready-made Estonian companies explain other common routes for founders and investors. If the company’s registered name also needs updating, see our guide to changing an Estonian company name. For a bank option after registration, read our guide to opening a Revolut Business account for an Estonian company.

This article is general information, not legal, tax or accounting advice. Confirm the current legislation, company documents, filing requirements and tax treatment before proceeding.