If you own a company with a share capital of 10,000 euros and are considering the Bolt exception, it's crucial to understand that waiving the notarial requirement for a share sale agreement involves amending the Articles of Association as mandated by the Commercial Code.
The Bolt exception allows for the transfer of company shares without visiting a notary and without registering the shares in the Estonian Central Register of Securities (EVK).
This means that, thanks to also Bolt's advocacy efforts, a company with a minimum share capital of 10,000 euros can opt out of the notarial requirement that is typically needed for share sales under Estonian law.
So, what exactly does the Commercial Code require?
According to Section 149 (6) of the Commercial Code, having a paid-up share capital of 10,000 euros is just one step. It's also essential to amend the Articles of Association based on shareholders' decisions, specifically waiving the requirement for notarially certified share transfer agreements.
If such amendments are approved in a shareholders' meeting, these must be also registered in the Commercial Register to indicate a clear waiver of formal requirements under the share capital section.
Additionally, a note stating "I wish to waive the formal requirements for the transfer and encumbrance of shares" should be ticked when you register the new Articles of Association.
What happens if there is no waiver in the Articles of Association?
If the waiver is not registered in the Commercial Register, the transfer of company shares must still adhere to the notarially certified requirements outlined in the Commercial Code.
Any share transfer that does not comply with these requirements is void and therefore invalid.
Are there any other requirements for share transfer after the new Articles of Association is registered?
Yes, the share transfer agreement must be in a form that allows for written reproduction, such as an email agreement or a digitally signed document through a platform like DocuSign.
In conclusion, merely increasing the share capital to 10,000 euros is not sufficient for Bolt's exception to apply. The aforementioned steps should be taken to ensure that the selling or buying of shares no longer necessitates a visit to a notary.
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