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

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.

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.

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!