Liquidation of an Estonian Company

If unforeseen circumstances are an obstacle to doing business the usual way, and it becomes clear that a company no longer generates income, then it is advisable to terminate it. Service team will help at all stages of the company’s liquidation.

Liquidation of a company is a legal process, the result of which is the complete termination of the financial and economic activities of a company and the removal of a company from the Estonian Commercial Register. The specialists of Service will help you complete a company termination procedure as soon as possible in full compliance with the law and fully remotely.

It is almost impossible to carry out the liquidation procedure of a company without qualified legal support. Therefore, we will be happy to advise you on all issues that have arisen, we will recommend the best option for sale/termination or transfer of a company, as well as prepare and submit all the necessary documents to save you from an unwanted company the soonest time possible.

A prerequisite for liquidation of a company is that a shareholder has an Estonian e-Resident card.

The analysis of enquiries made by the clients of Service shows that in most cases, company owners wish to liquidate their company in Estonia for the following reasons:

  • Excessive debts
  • Inadequate or missing accounting documentation
  • Conflict of interest between the company owners
  • Lack of funds to pay tax or repay loans
  • The company is subject to lawsuits or legal claims from partners and/or employees
  • The company’s business is unprofitable

Many business owners in Estonia choose not to liquidate their company in accordance with the requirements of local legislation. But, as practice shows, if a company owner simply neglects an unprofitable company in Estonia it can soon prove very costly as it may be difficult for the owner to start a new business in Estonia or affect the owner’s chances to obtain or extend a resident’s permit or a visa.

How to liquidate an Estonian company legally

The law prescribes the liquidation process in detail. Typically, the liquidation process takes 8 to 10 months.

In situations where the company owner who started the liquidation process cannot meet legitimate claims of creditor(s), the company liquidator or a member of the company’s management board must submit to the court an application to declare the company bankrupt. Failure to do so may result in civil and/or criminal liability.

The owner can also draw up a notarised statement on behalf of the company about the liquidation. This can be done personally by a member of the management board at the presence of a public notary, or by proxy through the owner’s representative in Estonia.

An alternative to the decision to liquidate the company in Estonia may be to sell it or gift it, followed by a change of the owner or/and its manager. This procedure of re-registration of the company takes between 5 and 7 days. After the registration, the claims about the company’s liabilities will be submitted not to the previous management board or to the previous owner of the company, but to the new owner.  Legal experts of the Service will provide you full support in carrying out such transactions.

According to the Estonian Commercial Code, the procedure of liquidating a company must include the following:

  • Presentation of the liquidation decision and declarations by the main shareholders of the company
  • Appointment of the liquidator, who must be a resident of Estonia
  • Publication of a notice on the liquidation of the company in the Estonian media
  • Verification of creditors’ claims
  • Preparation of the company’s balance sheet and the profit allocation plan
  • Delisting of the company from the e-Business Register following a respective court decision

Advantages

  • restorePossibility to restore accounting for the period
  • Filing of the liquidation report
  • Assistance in appointing the company’s liquidator
  • Fully Remote Closure

Stages of liquidation of a company

    1. At least 2/3 of the owners participating in the meeting must approve the decision to voluntarily liquidate the business and appoint a liquidator.
      At least one of the liquidators must be a resident of Estonia (Service provides an Estonian liquidator). After the final decision on the termination of activities has been made, the company cannot conduct economic activities. Only the actions necessary to liquidate the enterprise can be taken.
    2. The member of the Management Board (e-Resident) and the authorised liquidator sign and submit to the Commercial Register the notarised application for the liquidation of the company and the appointment of liquidators. The application is submitted electronically on the portal for entrepreneurs along with the minutes of the general meeting on the closure of the company.
    3. The notice of liquidation is published in the public domain, followed by a notice to all known creditors.
    4. During the first three months after the liquidation decision, the initial balance sheet is drawn up, as well as the final annual report. All documentation must be approved by the competent authority and submitted to the Commercial Register.
    5. Four months after the publication of the notice of liquidation and satisfaction of the claims of all creditors, the final accounting report, and the plan for the distribution of assets of the remaining property are submitted to the shareholders for consideration. If the assets of the partnership being liquidated are insufficient to pay all the debts, the liquidator must immediately file a bankruptcy petition with an explanation of financial insolvency.
    6. Upon completion of the liquidation (not earlier than 6 months after the application for liquidation of the company), the liquidator submits a notarised application to the Commercial Register to exclude the company from the Commercial Register (provided that the company is not involved in legal proceedings currently being conducted in Estonia).

Help in liquidation of a company

To start a liquidation of a company, you must fill out a feedback form and indicate the details of the company to be terminated. To implement the liquidation, your company needs a final accounting report. You can provide it to the specialists of Service , if it has already been prepared in advance. If not, we will help with the preparation of the necessary reports.

Basic conditions for the liquidation of an Estonian company:

  • The procedure takes about 6-8 months.
  • Cost of services for a company liquidation – 1,350 EUR.
  • To start the procedure, the company must submit annual reports.
  • Before liquidation, the company must have no debts.

Assistance in company liquidation include:

  • Local liquidator assignment
  • Legal document preparation
  • Filling the application for company liquidation

Stages of liquidation of Estonian Limited Liability Company in 2023

A joint-stock company shall be terminated by a decision of the shareholders or be forcibly terminated by a court decision. The liquidation procedure should always be carried out when a private limited company is voluntarily liquidated. The decision to terminate a private limited liability company must be entered in the commercial register. To do this, the board must submit an application to the registrar. The application shall be accompanied by the decision of the shareholders and the minutes of the meeting of the shareholders or, in the cases stipulated by the law, the voting minutes.

Preparation of a termination statement for the Business Register—in the application the members of the Board are removed from the «Persons» section and the data of the liquidator are added (usually former members of the Board).

In the section «Documents», it is necessary to attach the decision of the shareholders (type of document “decision of the body”) and the minutes of the meeting.

Publication of the notice of liquidation in the Ametlikes Teadaannet ( charge for publication of 7 euros ).  Notice of liquidation shall be sent to known creditors, which shall indicate that creditors must file their claims within four months of the publication of the notice.

Preparation of the initial liquidation balance sheet and the financial year report (liquidation report) ending with the date of adoption of the liquidation decision,  approval by the shareholders and filing with the commercial register. The original liquidation balance sheet shall be prepared in accordance with the rules of the balance sheet included in the annual accounting report and shall be accompanied by an explanatory note containing the information contained in the annexes of the annual accounting report. The preparation of the liquidation and final reports is discussed in more detail in Accounting Committee Instruction 13.

Sale of property of LLC, debt collection and satisfaction of creditors’ claims.

Preparation of final balance sheet and asset allocation plan.

Division of property between partners.

Closing the settlement account of a limited liability partnership with a bank and, if necessary, terminating other contracts concluded on behalf of a limited liability partnership.

Not earlier than 6 months after the filing of the LLC liquidation information in the commercial register and publication of the liquidation notice, as well as 3 months after the final balance sheet and asset allocation plan have been provided to the shareholders, the company’s application to remove LLC from the trade register may be submitted to the trade register. In the section «Persons» extracts are removed, liquidators and data are added of the custodian of the documents. As for the application documents, the final balance sheet and the asset allocation plan are attached. The text of the removal decision should be written in an arbitrary form in the removal application.

TRANSFER OF AN ESTONIAN COMPANY TO A NEW OWNER

An alternative way to take authority from shareholders to own and manage a company is to transfer a company to a new owner-representative of Service .

Liquidation reports 650 EUR
Liquidation of an Estonian company 1,350 EUR
Presentation of a participant by a power of attorney 790 EUR
Notary services and state fee 200 EUR

FREQUENTLY ASKED QUESTIONS

If you decide to terminate your company in Estonia, we recommend a voluntary dissolution. In practice, the entire liquidation process takes 6-8 months, but this period may be extended depending on the time of consideration by the relevant authorities of your application. The process consists of several stages, including the preparation and submission of applications to the Estonian state authorities. In addition, there is a requirement to appoint a liquidator.
As a preliminary preparation before starting the process, you must:

  • Have a valid e-resident card
  • Close all debts of the company
  • Revoke the VAT payer status
  • Draw up a final accounting report

The specialists of Service will provide all the necessary accounting and legal assistance in accordance with the above conditions, which are mandatory for starting the liquidation process in Estonia.

In this case, you need to order a new e-resident card, otherwise the e-services and services of the Republic of Estonia will not be available after the card expires.

At least one of the liquidators must be a resident of Estonia. When concluding a contract and starting cooperation, Service provides an Estonian liquidator for your company.

No, according to the law, an Estonian company cannot be put into sleep mode. The company can either be active, in a state of liquidation, or permanently liquidated.

Yes, the liquidation procedure is the same for all commercial associations, regardless of the form of entrepreneurial activity.

Yes, the company first files for bankruptcy and only then the liquidation procedure begins.

Yes, the liquidation procedure is the same for both foreign and local business owners.

Yes, the state fee for processing the application is 25 EUR.

The liquidation of a company in Estonia can take from 6 to 8 months. During this period, the process of covering the claims of creditors and the process of distributing the remaining assets of the company take place. After the end of this stage, the company is removed from the Commercial Register, which may take longer (depending on the size of the company and the method of liquidation).

An Estonian company can be liquidated on a voluntary or compulsory basis. A voluntary decision on the termination of a company is made by the general meeting of Directors/Shareholders, and on compulsory liquidation – by the competent authorities.

The authorised capital and the funds remaining in the bank account can be returned to the owner 4 months after the start of the liquidation process.

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