Here is a step-by-step guide for changing your company articles of association in the Estonian Business Register. Changing articles is mandatory when changing a company name.
Here is a step-by-step guide for adding company board members through the Estonian Business Register online service.
1. Log in to the e-Business Register.
2. Find the company you would like to access under "My undertakings" and click on the company name.
3. Click the "Change the data" option.
4. Go to the section 6, "Articles of association" and click on "Change" on the right side of the page.
5. If your new articles are prepared as a separate file, select "Upload articles of association". Only PDF format is accepted. It does not need to be signed.
Please add the same date as the shareholders' resolution that decided to change articles.
Choose the "The articles of association does not set out different types of shares and/or special rights" selection if your articles do not contain any special rights for share types. Click on "Save" and "Next" to continue.
6. It is time to upload a shareholders' resolution for the application. If you try to confirm, pay, and submit the application without adding a shareholders' resolution document, you would see the following warning when clicking Documents.
7. Scroll down and click "Upload documents".
Select "Resolution of the body" as the document type and click "Next".
8. When you are done sign the document digitally using your Estonian e-resident card or ID-card using DigiDoc software. The document needs to be signed by all shareholders of the company.
You may enter the e-mail address of your new board member to notify them to log in and sign the application.
9. Now you need to pay a state fee of 25 euros for changing your company details.
For paying the state fee select one of the Estonian bank links if you have a bank account in Estonia or pay by card with your Visa or Mastercard. Submission can be ticked to be automatic after successful payment.
If you have no bank account in Estonia and no suitable bank card you need to use the government IBAN accounts displayed to you. To see the bank details click on "Payment of the state fee at a bank branch or via an Internet Bank".
Please make sure that you use the correct description of payment and also the reference number provided by the Business Register. If you cannot use the reference field add the reference number to the description field in addition to the usual payment description. If there is not enough space for both use the reference number as it might be the best way to match your payment with the application.
With the Wise IBAN account, some clients have had problems with the payee name "Rahanduministeerium". Replacing it with "Ministry of Finance" or "Rahandus Ministeerium" gets you past this error.
If the court cannot find the payment on the state payment system the application would be rejected. You can then resubmit the same application with proof of your payment as an additional file.
After making the payment submit your application for processing. For this click on "The state fee has been paid".
When your submission is successful this confirmation message appears with processing deadline information. If your changes are not accepted by the deadline check if the court has issued any resolutions about deficiencies in your application. You may resubmit the applications after resolving the deficiencies.