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.