Company liquidation in Estonia
Sometimes it happens that a previously registered company becomes irrelevant for one reason or another and needs to be dissolved.
Our specialists have 10+ years of experience in corporate law. We will help you to correctly and efficiently carry out the liquidation of an Estonian company in the shortest possible time.
Termination of a company in Estonia – starting from 250 €
The liquidation process consists of legal and accounting aspects and takes 6-9 months. For those companies that have not yet started their activities, a simplified dissolution procedure is possible in 3 months.
Professional assistance in the closure of an unwanted enterprise. Send enquiryDissolution of an Estonian company
Termination of an enterprise. Legal & Accounting services
Liquidation of a Company is a process whereby the enterprise ceases its activity, settles current liabilities with creditors, and distributes its assets and property among the founders, followed by the removal of the legal entity from the Commercial Register.
To ensure the successful completion of the liquidation procedure, it is advisable to consult corporate lawyers and accountants with practical experience in this field.
Why Should You Turn to Us?
We have many years of experience in commercial law and accounting, and are ready to provide you with comprehensive support on all matters related to the closure of your entity.
Our specialists will provide qualified preparation and timely submission of all necessary legal documents and accounting reports, and will do everything possible to ensure that the liquidation of your company is completed in the shortest possible time and without unnecessary bureaucracy.
HOW CAN I DISSOLVE MY COMPANY?
What are the ways to close an Estonian company?
At the moment, in Estonia, there are 2 legal ways to close an unwanted company – ordinary dissolution and simplified dissolution for companies that have not had any activity.
Ordinary Liquidation – used for companies that have assets or any financial liabilities and includes, among other things, preparation of financial statements, realization of assets, settlement of liabilities with creditors, and distribution of remaining property among the founders.
Simplified Liquidation – applicable for companies that have never started business activities. The essence of simplified liquidation lies in the possibility of carrying out the closure procedure in an accelerated and simplified form, which allows avoiding some of the formalities required for companies with active operations.
If your company has serious internal disagreements or if the amount of liabilities to creditors exceeds the sum of the enterprise’s assets, then the liquidation procedure can become quite a complex and labor-intensive process, which may end in bankruptcy proceedings.
In this regard, before starting the process, we strongly recommend consulting with our lawyers and discussing all possible scenarios.
ORDINARY LIQUIDATION
Procedure for dissolution an Estonian company that has previously been active
Company dissolution price:
• 500 euros via e-Residency or Estonian digi-ID
• 1500 euros remotely by power of attorney
Duration: 6-9 months
* the above prices do not include the cost of accounting services, which are calculated individually for each client
The process of closing a company is an extremely responsible undertaking and requires strict adherence to legal norms and other formalities.
How does the company closure process happen?
Within the procedure for closing the enterprise and subsequently removing it from the Register, besides complying with the formalities set by the Commercial Code, it is necessary to prepare the appropriate legal and accounting documentation.
Main Stages
Decision to Terminate Activity
The decision to liquidate the company is taken at the general meeting of shareholders, and at least 2/3 of the votes presented at the meeting must support the intention to close the enterprise.
Appointment of a Liquidator
The liquidator carries out the functions of a board member (director) of the company and oversees the dissolution process of the enterprise. Since 01.02.2023, non-residents may be liquidators, which makes the closing process much easier.
Filing an Application in the Register
The company must submit to the Commercial Register an application for dissolution and appointment of a liquidator, after which the corresponding status will be displayed in the Register, and the closure process will be officially launched.
Public Notice
Next, the company’s liquidator must publish a notice in the State Gazette (Ametlikud Teadaanded) about the dissolution of the enterprise and provide contact details to which interested parties can submit their claims or objections.
Satisfying Creditors’ Claims
The next stage requires covering the claims of creditors and investors of the company, if any. This stage is not time-limited.
Final Balance and Property Distribution
After this, the final liquidation balance of the enterprise is drawn up, on the basis of which a proposal is prepared for the distribution of the remaining property of the company among its shareholders.
Removal from the Register
Upon completion of all the above procedures, but not earlier than 6 months from the decision to liquidate and publishing the notice in the State Gazette, and not earlier than 3 months from presenting the company’s liquidation balance to the shareholders, an application for the final dissolution of the enterprise and its removal from the Register can be submitted.
It should be noted that at the moment the general meeting decides on the closure of the company, the current fiscal year of the enterprise will be considered completed.
In the new fiscal year, the company no longer has the right to conduct commercial activity, and all economic processes of the enterprise must be directed solely towards terminating operations and covering existing obligations.
SIMPLIFIED LIQUIDATION
Procedures for dissolution an Estonian company that has not started business activities
Cost of closing the company:
• 250 euros via e-Residency or Estonian digi-ID
• 750 euros remotely by power of attorney
Duration: 3-4 months
Starting from 01.02.2023, companies that have not yet started business activities can be liquidated under a simplified procedure.
How does simplified dissolution work?
The expedited liquidation procedure allows for the easy closure and removal from the Register of such enterprises and business projects that were never launched and have lost relevance to their owners and potential investors.
Main stages
Submitting the application
The Commercial Register must be provided with a statement requesting the company’s deletion. The petition is submitted and signed by all board members (directors) and shareholders of the company, including all designated persons who must confirm that the company has not yet begun business activities.
Waiting
The Commercial Register will publish in the State Gazette (Ametlikud Teadaanded) a notice that your company has decided to voluntarily liquidate and requests its deletion from the Commercial Register. Interested parties or creditors who have any objections have the right to submit them within 3 months.
Removing the company from the Register
After 3 months from the publication of the notice of the company’s liquidation, the company will be deleted from the Commercial Register, and the process can be considered successfully completed.
It is important to note that in the context of simplified dissolution of an Estonian entity, the absence of activity means a complete lack of any transactions or deals conducted on behalf of the company. Exceptions may only be operations related to the contribution of share capital.
CONTACT US
Consult with our specialists and receive an individual offer
For an individual consultation on the termination of activities and dissolution of an Estonian company, please contact our specialists.
We will offer you professional legal and accounting support and help you terminate your activities and liquidate your enterprise in the shortest possible time, in accordance with all norms and rules valid in the Republic of Estonia.
