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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. Company in Estonia OÜ 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 Company in Estonia OÜ 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 member of the Management Board has an Estonian e-Resident card.

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 (Company in Estonia OÜ 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 Company in Estonia OÜ, 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 – 750 EUR.
  • To start the procedure, the company must submit annual reports (up to 2020).
  • Before liquidation, the company must have no debts.
  • The cost of filing a zero-annual report for the previous year is 100 EUR. The cost of an annual report for a company with activity – from 250 EUR.

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 Company in Estonia OÜ.

Liquidation of an Estonian company 750 EUR
Filing a zero-annual report for the previous year 100 EUR
Annual report for a company with activity from 250 EUR

FREQUENTLY ASKED QUESTIONS

  • How can I liquidate an Estonian company?
    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 Company in Estonia OÜ 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.
  • What if my e-resident card is about to expire?
    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.
  • Who should act as a liquidator?
    At least one of the liquidators must be a resident of Estonia. When concluding a contract and starting cooperation, Company in Estonia OÜ provides an Estonian liquidator for your company.
  • Can I suspend the activities of an Estonian 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.
  • Is the liquidation procedure for OÜ and AS in Estonia the same?
    Yes, the liquidation procedure is the same for all commercial associations, regardless of the form of entrepreneurial activity.
  • Is there a connection between liquidation and bankruptcy?
    Yes, the company first files for bankruptcy and only then the liquidation procedure begins.
  • Is the procedure for liquidating an Estonian company the same for local and foreign business owners?
    Yes, the liquidation procedure is the same for both foreign and local business owners.
  • Do I need to pay a state duty for liquidation?
    Yes, the state fee for processing the application is 18 EUR.
  • How long will it take to liquidate a company in Estonia?
    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).
  • What are the ways to liquidate a company in Estonia?
    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.
  • When can I receive the residue upon liquidation?
    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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