How does the liquidation of an Estonian company work?

If your business plans don’t work out as you have planned and you wish to end your business activities in Estonia, there are several options to do so. This article will cover the option of selling the company and liquidating it.

Selling the company

Before considering liquidation, we recommend you try selling the company. If your company doesn’t have any debts or illegal activity associated with it, it’s possible to sell it. If a buyer has been found and they have a digital ID, a time can be booked in the e-Notary and the company will be sold 100% online. If one of the parties doesn’t have the card then the traditional way of using notaries is required, either by coming to Estonia or giving a service provider like Silva Hunt OÜ the power of attorney rights. If a buyer has been found it usually takes around 2 weeks to get over with the selling transaction.

Liquidating the company

If you can’t find a buyer for your company then liquidation is another option. Before liquidating you have to make sure you have all the annual reports made, no debts to anyone and the accounting done correctly.

NB! If your latest annual report hasn’t been made, let us know and we can also help you with that.

Although the liquidation takes about 8 months the effort required from your side is minimal, we as your service provider (liquidator) do the heavy lifting.

All you need to do is:

  • Send the company registry card to us
  • Send your last financial report to us
  • Send the overview of the accounting transactions (normally a printout from the accounting program) to us
  • Digitally sign a dissolution document we have drafted for you
  • Appoint us as your liquidator, the state fee to start the process is 25 €

What we do:

  • Send you the  shareholder resolution on dissolution document
  • In order to ensure that everything is correct we guide you how to start the liquidation process in the Company Registration Portal (how to fulfil a petition and appoint us as your liquidator)

The Court will thereafter assess your petition and usually within 1-2 weeks give feedback on whether we can officially start the liquidation process. After the Court Decision,  we will publish the liquidation notice in Avalikud Teadaanded (Estonian official Gazette). A state fee of 7 € shall be paid. Overall there are 3 months to submit the opening balance sheet of the liquidation and annual report. After 4 months of publication of the liquidation office, we can proceed with

  • Settling any claims of the creditors
  • Preparation of the final balance sheet and asset distribution plan
  • Distribution of assets between shareholders
  • Submission of an application for the deletion of the private limited company from the commercial registry

If you need help with liquidation or you have found the buyer for your company and are looking for a power of attorney or someone to organise the selling transaction via an e-Notary write to us .

Estimated reading time: 5 minutes