Most private limited companies (OÜ or osaühing in Estonian) are incorporated and registered online.
Remote authentication of notarial acts
The reason why certain transactions need to be notarial is Estonia's rather formalistic (German) approach. In general, if you want to purchase or sell an Estonian company or real property, as a main rule you will have to do it at an Estonian Notary Public's office. Traditionally, participating in a notarial act meant arriving in person to the Notary Public's office, where the Notary could verify the person's identity, identify their legal right to enter into the contract and make sure that the parties have understood the meaning of the transaction or deed. The notary system is a guarantor for that the information in the Estonian registers is legally correct. A notary public is a qualified lawyer acting under a state licence in his or her own name.
Now, by using the Estonian ID-card infrastructure and online video conference software, it is possible to do all that and conduct the transaction entirely online.
Almost all notarial acts can be performed without leaving your home or office. The acts which currently cannot be completed via remote authentication are marriage and divorce. However transactions concerning the shares of a private limited company, real estate transactions, and issuing powers of attorney can be done online.
An Estonian identity card is required for remote authentication, but the digital identity card can also be used, which means that the service is also available to e-residents.
This is a fundamental change to the procedure, as before you had to visit the Notary Public's office in person, now it is possible to even stay abroad if necessary. The only requirements are a sufficiently fast internet connection, a camera and a microphone for the video call, and an Estonian identity card or digital identity card with the corresponding PIN codes for entering the e-Notary portal and the digital signature.x äs
For example, in the case of a shareholders' meeting, the meeting can be organised and the shareholders can participate in the meeting by two-way real-time communication or other similar electronic means. It is important that the shareholder must be able to exercise his or her rights at the meeting without being physically present, including taking part in the meeting, submitting proposals and objections, and voting. Among other things, the amendment equates participation in a meeting of the association by electronic means with physical participation. In other words, the meeting may also be "partially" electronic, as some shareholders are present at the meeting venue, while some attend the meeting by electronic means. As the possibility to hold electronic meetings arises directly from the law, the companies do not need to make the corresponding amendments to their articles of association.
These rules apply to the shareholders' meetings of companies but also to the meetings of other company bodies, including meetings of the management board and the supervisory board.