Estonian Private Limited Company – the Minimum Nominal Value of a Share is Now One Cent Instead of One Euro

17.08.2020

According to the changes made to Commercial Code of Estonia from the 1st of July 2020  the minimum nominal value of a share is one cent instead of one euro, with the result that every cent of the share capital shall grant the shareholder one vote.

It means, that in case the share capital of private limited company is 2,501 euros and it shall be divided equally between four shareholders, the new value of each share shall be 625.25 euros. According to the applicable law, there should be conducted e.g. reduction of the share capital to 2,500 euros and the new value of each share shall be 625 euros.

Due to the above, it can be stated that with the amendment, bigger flexibility is provided in determining the value of the share.

According to the explanatory memorandum of the bill, the amendment is necessary in particular to the private limited companies, who wish to give share options to its employees or management board members or involve them in the form of capital convertible bonds or convertible loans. The minimum nominal value of the share allows to issue to the share acquirer precise share and does not have to round it up or down to an integer, as the applicable law requires.

Attention shall be drawn, that the amendment considers only private limited companies. The minimum value of a share of a public limited company shall remain ten cents.