How to Sell a Business in Estonia: A Step-by-Step Guide for Owners (2026)

Most Estonian companies are sold once. The owner has built the business over ten or twenty years, has never been through a sale before, and has to get the biggest financial decision of their life right the first time. This guide sets out the process as it works in Estonia today, with the legal and tax points that matter in 2026.

1. Decide what you are actually selling

There are two routes. In a share sale the buyer acquires the shares of your OÜ (osaühing) and takes over the whole company – contracts, staff, licences, history and liabilities. In an asset sale the buyer purchases specific things: equipment, stock, a brand, a customer list, perhaps a lease. Most owner-managed Baltic companies change hands as share sales because it keeps contracts and employment relationships intact. Asset deals appear when a buyer wants only part of a business or wants to leave old liabilities behind.

A 2024 study of 179 private Baltic transactions by Sorainen found that 38% of deals were valued between EUR 1 million and 5 million, and a further 20% between EUR 5 and 10 million – in other words, the typical Baltic deal is an owner-managed SME, not a headline acquisition.

2. Understand how the shares are transferred

Estonia is unusual in Europe in offering two ways to transfer OÜ shares:

• Notarial transfer – the traditional route. Seller and buyer sign the share purchase agreement and the disposal transaction before an Estonian notary, who notifies the Business Register.
• Non-notarial transfer – available since August 2020 for companies whose share capital is at least EUR 10,000 and fully paid in, provided the articles of association have been amended (unanimously) to allow it. The transfer can then be made in a form that can be reproduced in writing, and the management board notifies the register.

Since February 2023 there is no longer a EUR 2,500 minimum capital for new companies, but the EUR 10,000 threshold still applies if you want the notary-free option. If your company has EUR 2,500 of share capital – as most older OÜs do – you will either use a notary or increase the capital before the sale. Neither route is difficult; the point is to decide early so it does not delay closing.

3. Know your tax position before you name a price

Estonia taxes company profit only when it is distributed. Since 1 January 2025 the rate is 22% on the gross distribution (22/78 of the net amount), and the former reduced 14% rate on regular dividends has been abolished. For you as a private individual, the gain on selling shares is taxed as capital gain at 22%. The planned 2% "security tax" on corporate profit for 2026 was scrapped in May 2025, so reinvested profit inside the company remains untaxed.

Why does this matter for pricing? Because a buyer looks at retained earnings sitting in the company and knows that taking them out will cost 22/78. Cash in the company is therefore not worth its face value to the buyer. Sellers who understand this negotiate better – for example by distributing surplus cash before the sale, or by pricing the company on a cash-free, debt-free basis.

4. Put a number on the business

Small and mid-sized companies across Central and Eastern Europe are bought and sold at a multiple of normalised EBITDA. Dealsuite's CEE M&A Monitor recorded an average EBITDA multiple of 5.2x in the first half of 2025 for SMEs with EBITDA between EUR 200,000 and EUR 10 million. The range around that average is wide: a subscription software company with recurring revenue and a management team that stays sits well above it; a workshop that depends on the owner's own hands sits below.

Normalising EBITDA means adjusting for an owner's below-market salary, one-off costs, family members on the payroll and personal expenses run through the company. Our free valuation tool walks through those adjustments and gives you an indicative range before you talk to anyone.

5. Prepare the file a buyer will ask for

Buyers conducted their own due diligence in 83% of Baltic private deals in the Sorainen study. You will save weeks – and avoid price chips – by assembling the material first: three years of annual reports, management accounts for the current year, the customer list with revenue concentration, all material contracts, employment contracts, licences, a fixed-asset register and any disputes. If you own the premises through a separate company or personally, decide now whether the property is part of the deal or will be leased to the buyer.

6. Find buyers without telling the market

The fear that staff, customers or competitors will hear about a sale keeps many owners from ever starting. The standard answer is an anonymous teaser: a one-page description of the business – sector, region, revenue band, what makes it attractive – without the name. Serious enquirers sign a non-disclosure agreement before they learn who you are. This is how BalticDealHub works: your listing is anonymous, every enquiry is screened, and confidential details are released only after an NDA. You can read how the process works on our Sell a business page.

7. Negotiate the terms, not just the price

Headline price is one line of a share purchase agreement. The Baltic deal-points data shows what else is typical: 93% of deals were paid fully in cash, only 8% used an earn-out, 31% used a locked-box price mechanism (price fixed at a past balance sheet date) and 64% included a non-compete from the seller. Warranty and indemnity insurance appeared in just 2% of deals, so sellers should expect to give warranties personally and negotiate caps and time limits on them.

8. Plan the handover

Buyers of owner-managed companies pay for continuity. A handover period of three to twelve months, sometimes with a consulting agreement, is common and often reflected in the price. When Swedish electronics manufacturer Inission acquired UAB Selteka in Kaunas in June 2025 – a company with 280 employees and EUR 16 million revenue – the existing chief executive stayed on, a pattern repeated in most successful SME transfers.

Illustrative timeline

The following is an illustrative example, not a real transaction. An owner of a Tartu engineering company with EUR 2.4 million revenue and EUR 410,000 normalised EBITDA lists anonymously in January. Twelve enquiries arrive over six weeks; four sign NDAs, two submit indicative offers in the EUR 1.8–2.2 million range. Buyer due diligence runs eight weeks, the share purchase agreement is negotiated in three, and the notarial closing takes place in June – roughly five months from listing to completion, which is typical when the seller has prepared the file in advance.

Key takeaways

• Decide share sale or asset sale, and check whether your OÜ can use the notary-free transfer.
• Price on normalised EBITDA; know that retained cash is worth 22/78 to a buyer.
• Prepare the due-diligence file before you list.
• Sell anonymously and release details only under NDA.
• Expect cash payment, warranties and a non-compete; plan a handover.

Ready to test the market? Create a free anonymous listing – it is reviewed by our team before anything is published.

Sources

• 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
• Dealsuite, CEE M&A Monitor, August 2025 – https://www.dealsuite.com/en/blogs/cee-m-a-monitor-august-2025
• Sorainen, Taxes in a Nutshell 2025 – https://www.sorainen.com/wp-content/uploads/2025/02/Sorainen.Taxes-in-nutshell_2025.pdf
• ERR News, Estonia scraps defense tax, makes VAT rise permanent, May 2025 – https://news.err.ee/1609687289/estonia-scraps-defense-tax-makes-vat-rise-permanent
• Comistar, Transfer of a share without a notary – https://comistar.ee/blog/the-transfer-of-a-share-is-now-allowed-without-a-notary/
• CapEQ, UAB Selteka acquired by Inission AB, June 2025 – https://capeq.com/experience/uab-selteka-acquired-by-inission-ab