Best Private Equity Lawyers in Estonia

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Sadekov Law Firm
Tallinn, Estonia

Founded in 2010
6 people in their team
English
Vladimir Sadekov is a sworn attorney and the founder of Sadekov Law Firm, headquartered in Tallinn, Estonia. Practicing law since 1999, Mr. Sadekov has over 25 years of experience representing individuals and businesses in complex criminal cases, high-stakes property disputes, and cross-border...
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Narlex Law Firm

Narlex Law Firm

15 minutes Free Consultation
Tallinn, Estonia

Founded in 2011
10 people in their team
Estonian
English
Russian
Finnish
The Estonian law firm Narlex provides all types of litigation and consulting services for business matters. Narlex has offices in the capital city Tallinn and in Narva, industrial area on the border with Russia.The lawyers at Narlex have been providing professional legal...
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Attorneys HansaLaw Ltd.
Tallinn, Estonia

Founded in 2004
50 people in their team
Estonian
English
The law firm started its operations in the summer of 2004. The legal services provided are primarily related to business, a significant part of which is representing clients in various litigations, tax matters and issues related to commercial law.The law firm started its operations in the summer of...
Advokaadibüroo SEMPES
Pärnu, Estonia

Founded in 2016
English
Advokaadibüroo SEMPES, established in 2016, is a distinguished law firm based in Pärnu, Estonia, with a presence extending across Pärnumaa, Järvamaa, Raplamaa, Saaremaa, Tallinn, and other regions. Under the leadership of vandeadvokaat Margo Põbo, the firm offers comprehensive legal services,...
BNT Attorneys in CEE
Tallinn, Estonia

Founded in 1991
200 people in their team
English
Estonian
ABOUT BNTWe are one of the leading international business law firms in CEE countries.Our international law firm offers clients targeted legal advice from a single source for both local and cross-border assignments. bnt’s strength lies in its professional team of lawyers whose outstanding regional...
Advokaadibüroo Pormeister
Tallinn, Estonia

Founded in 2016
English
Advokaadibüroo Pormeister OÜ, established in 2016, was a distinguished Estonian law firm known for its comprehensive legal services across various domains. The firm specialized in civil law, including obligations, property, commercial, bankruptcy, and labor law, as well as court proceedings....
Notar Anu Nool
Paide, Estonia

English
Notar Anu Nool, located in Paide, Estonia, offers a comprehensive range of notarial services, including the preparation and notarization of real estate transactions, wills, inheritance proceedings, pledge agreements, and the establishment of limited real rights. The office also assists with...

Founded in 2014
English
Established in July 2014 in Tartu, Attorneys Objartel and Partners Ltd. offers comprehensive legal services across all major areas of law. The firm's team comprises seasoned attorneys with extensive experience in resolving diverse legal disputes, both in and out of court. Located on the third floor...
Advokaadibüroo EnvirLaw
Tallinn, Estonia

Founded in 2018
English
Advokaadibüroo EnvirLaw is Estonia's first law firm dedicated exclusively to environmental law. The firm offers comprehensive legal services across various environmental sectors, including waste management, water protection, fishing, mining, forestry, radiation, industrial emissions, nature...
Law Firm TGS Baltic
Tallinn, Estonia

Founded in 1991
200 people in their team
Estonian
English
TGS Baltic is a top-tier commercial law firm with offices in all the Baltic countries. We believe lawyers should be more than just experts in the law: the real added value for our clients comes from our ability to help them succeed in their business objectives.WHY US:What sets us apart from the...
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About Private Equity Law in Estonia

Private Equity (PE) refers to investments made directly into private companies or buyouts of public companies that result in their delisting from stock exchanges. In Estonia, the private equity market is emerging and integrates both local and international investors. Estonia has established a reputation as a digitally forward and business-friendly jurisdiction, making it an attractive destination for private equity activities in the Baltic region.

Private equity transactions in Estonia typically involve the acquisition of shares in limited liability companies, venture capital funding of startups, and funding growth or restructuring in existing businesses. The legal environment supports efficient transactions with a streamlined regulatory framework and clear rules for establishing, financing, and managing businesses.

Why You May Need a Lawyer

Engaging in private equity transactions can be complex and requires a thorough understanding of numerous legal and financial issues. You may need a lawyer for several reasons, including:

  • Structuring private equity deals and negotiating agreements
  • Conducting legal due diligence on target companies
  • Ensuring compliance with Estonian corporate, tax, and financial regulations
  • Drafting or reviewing investment agreements, shareholder agreements, and other contracts
  • Handling disputes between investors, founders, or management
  • Advising on exits, such as selling a company or listing it on a stock exchange
  • Assisting with regulatory filings and notifications
  • Addressing cross-border legal issues if the investment involves foreign entities

Having a legal advisor ensures your investments are secure, legally compliant, and structured to deliver the intended financial results.

Local Laws Overview

Several laws and regulations shape private equity activity in Estonia. Key aspects include:

  • Commercial Code: Governs the formation, management, and dissolution of Estonian companies. Most private equity investments involve private limited companies (osaühing or OÜ) or public limited companies (aktsiaselts or AS).
  • Securities Market Act: Regulates public offerings of securities and provides the rules relevant for larger or exit-stage investments.
  • Investment Funds Act: Controls the formation and operation of investment funds, including private equity funds, and sets requirements for fund managers.
  • Contract Law: Estonian law is flexible in shaping shareholder agreements, investment agreements, and option plans-as long as they comply with mandatory legal provisions.
  • Foreign Investments: Estonia generally welcomes foreign investment. However, certain sensitive sectors may be subject to additional scrutiny or notification requirements.
  • Taxation: Estonia has a unique corporate tax system where corporate income tax is payable only upon profit distribution (not on annual profit), often making the jurisdiction attractive for private equity structures.

These legal frameworks create a stable and investor-oriented environment but require careful navigation to ensure compliance and protection of interests.

Frequently Asked Questions

What is private equity, and how is it different from venture capital in Estonia?

Private equity refers to investment in established private companies, often through buyouts or growth capital. Venture capital is typically earlier-stage investment into startups or young companies. Both are present in Estonia, with venture capital being common in the technology sector.

Are there any restrictions on foreign investors in Estonian private equity?

Estonia is very open to foreign investors. There are generally no special restrictions, except in sectors like defense, certain energy markets, and critical infrastructure, which may require additional permits or notifications.

How long does it take to set up a private equity fund in Estonia?

The process depends on the fund structure and whether it qualifies as an Alternative Investment Fund. Registration and compliance procedures can take from a few weeks to several months.

Do I need to have a local partner to invest in Estonian private companies?

No, a local partner is not required by law. However, working with locals can help navigate regulatory and cultural nuances.

What are the main due diligence areas when investing in Estonia?

Key areas include company structure, ownership, finances, intellectual property, labor relations, regulatory permits, ongoing litigation, and tax compliance.

What types of exits are available for private equity investors in Estonia?

Common exits include trade sales, secondary buyouts, management buyouts, and initial public offerings (IPOs); the appropriate route depends on the business and market conditions.

Is it necessary to appoint Estonian resident directors or board members?

There is no strict requirement to appoint Estonian residents as directors. However, practical matters related to local compliance and banking may benefit from local representation.

How are private equity agreements typically structured in Estonia?

Agreements usually include investment terms, governance rights, veto provisions, exit clauses, non-compete arrangements, and minority protections. Estonian law allows for significant customization.

What are the typical costs involved in a private equity transaction?

Costs include legal and tax advisory fees, due diligence expenses, transaction fees, notary and registration fees, and sometimes success or performance fees for intermediaries.

How are disputes commonly resolved in Estonian private equity deals?

Most disputes are resolved through negotiation or, if necessary, arbitration or court proceedings. Many agreements specify the use of arbitration, either in Estonia or under international rules.

Additional Resources

Here are useful resources and organizations that can assist with private equity matters in Estonia:

  • Estonian Financial Supervision Authority - regulates investment funds and securities markets
  • Ministry of Justice - responsible for commercial law and company registration
  • Registry Department of the Estonian Centre of Registers and Information Systems - handles company and fund registrations
  • Estonian Private Equity & Venture Capital Association (EstVCA) - supports industry participants and provides market information
  • Enterprise Estonia - offers guidance for foreign investors entering the Estonian market

Experienced legal counsel and membership in credible professional organizations can also offer access to industry knowledge and networking opportunities.

Next Steps

If you are considering entering a private equity transaction in Estonia, here is how you can proceed:

  • Define your investment goals and identify potential target companies or funds
  • Contact a legal advisor experienced in private equity and Estonian business law to discuss your plans
  • Request a legal risk assessment or due diligence review for your intended investment
  • Ensure all agreements and documents are prepared, reviewed, and negotiated by a professional
  • Prepare for compliance procedures, registrations, and tax planning
  • Establish an effective working relationship with local service providers, including banks, accountants, and corporate secretaries

Taking these steps will help you navigate the regulatory environment, safeguard your interests, and support the success of your private equity investments in Estonia.

Lawzana helps you find the best lawyers and law firms in Estonia through a curated and pre-screened list of qualified legal professionals. Our platform offers rankings and detailed profiles of attorneys and law firms, allowing you to compare based on practice areas, including Private Equity, experience, and client feedback. Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters. Get a quote from top-rated law firms in Estonia - quickly, securely, and without unnecessary hassle.

Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.