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Liquidation of a Сompany in Estonia — Voluntary and Compulsory Ways to Dissolve Your Company

Apr 22, 2021 · 4 min read

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It always breaks our hearts when someone has to liquidate a company. It's true that we specialize in helping operational companies, and we help new ones to see the light of day. But no matter how sad it will make all of us, we will make sure to help you liquidate your company as well.

And in this article, we will focus on the process of company liquidation and on different ways to dissolve the company.

Voluntary Liquidation in Estonia: the Steps and Keep-in-minds

This is the easiest and most commonly used way to dissolve the company. You can liquidate your OÜ using the resolution of the shareholders. After the decision is made, the management board has to submit an official request for the liquidation and the appointment of liquidators to the Commercial Register (the fee for the application is 18 EUR). Remember that one of the liquidators must have a physical residency in Estonia.

Before the dissolution, you should take care of some important things. The company must pay off all debts and obligations, terminate a VAT payer status, and create a final accounting report. Also, you should consider that your Digital ID must be valid for the whole liquidation process (up to 12 months).
The next step consists of the publication of a notice regarding the OÜ liquidation and notification of all known creditors. After this operation is done, you should create and approve the needed company's juridical and economic reporting: the initial and final balance sheet, the annual report, the asset distribution plan, and others. At the same time, you should prepare your company for liquidation: sell/distribute the assets, collect the debts, finalize your affairs with creditors and investors, and so on.

After that, you will only need to distribute the assets between shareholders and submit an application for the deletion of the OÜ from the commercial registry. Please note that special requirements for the liquidation process might be set in your company's articles of association, don't forget to check them.

Also, remember that during this process your company's activities are highly limited. Nevertheless, before all reports are finalized you can pay dividends or transfer excess assets from the company's bank account to a personal one. Share capital contribution will be returned to your account as well.

Voluntary Liquidation in Estonia: the Duration and Assistance

Actually, the liquidation of a company might be quite complicated and usually takes from 6 to 12 months depending on the size of the company, its readiness for the dissolution, etc. But one good news is that you won't be fully involved in the liquidation because a lot of operations are made by the government authorities and you will not be directly included in the process itself. As a result of the liquidation, your company will be removed from the Commercial Register. Don't forget that a company should retain documents for ten years after the deletion from the Commercial Register.

Yes, the liquidation process might be way much more complex than that and might include several other actions. But everything will mostly depend on the number of obligations that your company has. If you've opened your company with Enty or became one of our clients afterward, we will help you with this process.

Compulsory Liquidation and Other Ways

Selling a company. You can find a buyer for your private limited company and have the process of the purchasing done in the notary office. Please remember that some document preparation would be required.

Merging a company. You can find a company that would want to absorb yours or incorporate a new one which will be created on the assets and liabilities of both terminated companies. In the second case, both companies shall be deemed to be dissolved but the merger will be effected without a liquidation proceeding.

Merging a company with the assets of an individual. This is the fastest dissolution way (2-4 months). It consists of transferring a company's assets to its owner (a single shareholder and natural person). The main remark is that this company must be run by a single shareholder or two shareholders-spouses. This quite unusual process is possible because in this scenario all company's assets are gathered in one hand or in hands of the closest relatives, that's why the operation is quite simple and fast.

The liquidation by the court. It means a compulsory liquidation that might take place if your company formally breaks the law: ignores annual reports, tax or fee payments, and breaks other rules. Take into account that information about a compulsory dissolution will be set publicly and it can affect your e-Residency extension and other business deals.
How Enty Can Help You with Liquidation
We don't leave our close friends behind, especially when they need us the most. Now, you know what to do if you will need to close your company. In real life, this process should be done only under the control of the professional. This will let you forget about bureaucracy and avoid legal mistakes. Remember that Enty can help you with this process. Your personal therapist will provide you with all needed instructions regarding each step of the liquidation process. We will painlessly dissolve your company and unbound you for future projects.

Contact us regarding the liquidation and remember that we can help you to build up your future company: incorporate it, automate accounting, provide a control panel, etc. Find out more on our website!
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