Buying a Company in Estonia, Latvia or Lithuania: Share Transfer, Notary and Tax Compared

Cross-border buyers often assume the Baltic states work the same way. They share a time zone, the euro and a Nordic business culture – but the company law and tax rules a buyer meets on closing day differ in ways that affect timing, cost and structure. This guide compares the three most common vehicles: the Estonian OÜ, the Latvian SIA and the Lithuanian UAB.

Estonia (OÜ)

Transfer formality. Traditionally a share transfer is executed before an Estonian notary. Since August 2020, an OÜ with fully paid share capital of at least EUR 10,000 whose articles permit it can transfer shares in a form reproducible in writing – no notary – with the management board notifying the Business Register. Many older companies still have EUR 2,500 of capital (the minimum until February 2023), so buyers should check the articles and capital early.

Register. Estonia's e-Business Register is fully digital; changes are typically reflected within days.

Tax. Corporate profit is taxed only on distribution, at 22% of the gross amount (22/78 of net) from 2025. Retained earnings inside the target are therefore a deferred tax liability from the buyer's point of view. For a private seller, capital gains on shares are taxed at 22%.

Latvia (SIA)

Transfer formality. Shares of a SIA transfer by written agreement. Other shareholders have a one-month pre-emption right, and the updated shareholder register must be signed by the board chair, seller and buyer with notarially certified signatures and filed with the Commercial Register.

Capital. Standard minimum share capital is EUR 2,800; a "small-capital SIA" can be founded from EUR 1 but is subject to restrictions worth checking in a target.

Tax. Latvia, like Estonia, taxes profit on distribution: 20% of the gross distribution (20/80 of net). From 2026 companies whose shareholders are all natural persons may opt for a 15% corporate tax plus 6% personal income tax model. Private capital gains are taxed progressively at 25.5% or 33%.

Lithuania (UAB)

Transfer formality. A UAB share purchase agreement must be notarised when 25% or more of the shares are sold or when the price exceeds EUR 14,500 (Civil Code Article 1.74). Below both thresholds a simple written agreement suffices. The agreement must state the company's name, code and registered office and the number and nominal value of the shares, or it is void. Other shareholders have pre-emption rights and must be notified in writing.

Tax. Lithuania taxes profit annually rather than on distribution: 17% corporate income tax from 1 January 2026 (raised from 16%), with a 7% rate for small companies with income under EUR 300,000. Private capital gains are taxed at 20%, rising to 32% above 120 average salaries.

What this means for a buyer

Timing. An Estonian non-notarial transfer can close in days once documents are agreed; a notarial closing in any of the three countries requires booking a notary and, for foreign buyers, arranging powers of attorney or attendance. Lithuanian notarial closings above the thresholds are the norm for any meaningful acquisition.

Pre-emption. In Latvia and Lithuania, buying less than 100% means existing shareholders may have a right to buy first. Waivers should be obtained before signing.

Price mechanics. Because Estonia and Latvia tax on distribution, a target's cash and retained earnings carry an embedded tax cost. Buyers usually price cash-free/debt-free and either require pre-closing distributions or discount the cash. In Lithuania, profit has already been taxed annually, so the issue does not arise in the same form.

Cross-border structure. Sorainen recorded that around 36% of buyers in its Baltic deal-points study had their head office outside the Baltics, and Mergermarket counted 231 Baltic deals worth EUR 2.1 billion that year. Most foreign acquirers buy through a local or EU holding company; the choice interacts with withholding tax on future dividends and should be settled before the offer.

A note on due diligence

The Sorainen deal-points study found buyers conducted due diligence in 83% of Baltic private deals. Country-specific items to add to a standard checklist: in Estonia, the articles' provisions on share transfer form and the share-capital level; in Latvia, the shareholder register history and pre-emption notices; in Lithuania, the validity of past share transfers against the mandatory-content rule, since a defective agreement is void rather than merely voidable.

Illustrative comparison

Illustrative example. A Finnish buyer acquires three regional service companies of similar size. The Estonian target has EUR 10,000 capital and the right articles: closing is signed electronically in a week. The Latvian target needs a one-month pre-emption period to expire because a 5% minority shareholder stays; the notarially certified register is filed in week five. The Lithuanian target sells 100% for EUR 1.2 million: notarial closing is mandatory and booked for week six. Same buyer, same deal size, three timetables.

Browse current businesses for sale across all three countries, or read our Buy a business guide.

Setting up to buy: entities and timelines

A buyer who does not already have a Baltic presence usually needs one, and the incorporation route differs as much as the transfer rules.

Estonia. A private limited company (OÜ) can be founded online in a day with the minimum share capital set at EUR 1 since 2023. That low bar has a sting for buyers: a company founded on EUR 1 of capital can never use the notary-free share transfer route, because the waiver requires capital of at least EUR 10,000 fully paid. e-Residency lets a non-resident sign and manage remotely.

Latvia. A SIA is founded with EUR 2,800 of share capital, or as a reduced-capital SIA from EUR 1 under conditions. Registration is quick, but banking for a foreign-owned entity with no local substance is the practical bottleneck.

Lithuania. A UAB requires EUR 1,000 of share capital and can be registered electronically where the founders hold Lithuanian qualified e-signatures.

In all three, there is no nationality requirement for shareholders or directors, but an Estonian company with a board resident outside the EEA needs a local contact person and address.

Costs to budget for

Beyond the price, a Baltic SME acquisition carries a predictable set of transaction costs:

• Notary fees and state duty where notarisation applies — modest by Western European standards, but they scale with transaction value in Estonia and Lithuania.
• Legal due diligence and documentation — for a straightforward EUR 1–3 million share deal, typically a four- to low-five-figure engagement per country.
• Financial and tax due diligence — often skipped by first-time buyers and often the item that pays for itself.
• Translation and certification where documents cross borders.
• Merger control filing, if group turnover puts you over the threshold — Estonia's combined EUR 6 million threshold catches more deals than buyers expect.

Choosing a country for a first acquisition

If the target dictates the country, this is academic. If you have a choice — for example, a buyer looking for a services business anywhere in the region — the practical ranking is roughly: Estonia for speed and remote execution, provided the target's capital and articles allow the notary-free route; Latvia for the simplest transfer formality, with a one-month pre-emption period to plan around; Lithuania for the largest pool of mid-sized targets, accepting mandatory notarial closing and the strictest form requirements of the three.

Sources

• Comistar, Transfer of a share without a notary – https://comistar.ee/blog/the-transfer-of-a-share-is-now-allowed-without-a-notary/
• Unicount, Estonian company share capital – https://unicount.eu/en/estonian-company-share-capital/
• Baltic Legal, Latvia: shareholder protection in LLCs – https://www.baltic-legal.com/news-latvia-shareholder-protection-llc-companies-eng.htm
• VLO Law Firm, What is a SIA in Latvia – https://vlolawfirm.com/guides/what-is-a-sia-in-latvia
• Juriscon, Transfer of shares (Lithuania) – https://www.juriscon.lt/en/naujienos/transfer-of-shares/
• Sorainen, Taxes in a Nutshell 2025 – https://www.sorainen.com/wp-content/uploads/2025/02/Sorainen.Taxes-in-nutshell_2025.pdf
• Latvian Ministry of Finance, Baltic tax comparison 2026 – https://fm.gov.lv/en/media/25307/download?attachment=
• Sorainen, Baltic M&A Market Overview 2024 – https://www.sorainen.com/publications/baltic-m-a-market-overview-2024-the-year-of-revival/
• Mergermarket, Baltic M&A Monitor 2025 – https://ionanalytics.com/insights/mergermarket/baltic-ma-monitor-2025/
• Sorainen, Baltic Private M&A Deal Points Study 2024 – https://www.sorainen.com/wp-content/uploads/2024/10/Baltic-Private-MA-Deal-Points-Study-2024.pdf