Company Liquidation in Estonia

👋 Saying Goodbye to Your Estonian Company? Let’s Make It Easy with EESTI CONSULTING!

Facing unforeseen circumstances? Worried about navigating the legal process and the Commercial Register?

Don’t fret – our team of expert Liquidators is here to provide you with qualified legal support. 🛡️

Let’s terminate those financial and economic activities smoothly, ensuring compliance with the law and simplifying the Liquidation Procedure.

Liquidation thorugh e-Residency card

If you hold an E-Resident Card, we’ve got you covered. Say goodbye to excessive debts, confusing accounting documentation, and those nagging Lawsuits or Legal Claims.

Whether you’re dealing with an Unprofitable Business, a Joint-Stock Company, or simply seeking an alternative way, EESTI CONSULTING has your back. From the initial Liquidation Decision to the final Liquidation Report, we’re with you every step of the way. 💼

 

How to dissolve company in Estonia?

To dissolve the company, the partners must pass a resolution with a 2/3 majority vote. Following this, the management board of the company is required to provide shareholders with an annual report for the current accounting year, as well as an overview of the company’s economic activities.

Legal basis

§ 204. Petition for dissolution of private limited company (1) The management board shall submit a petition for entry of the dissolution resolution of the private limited company in the commercial register. The resolution of the shareholders and the minutes of the meeting of shareholders or, in the cases provided for in § 173 of this Code, the record of voting shall be appended to the petition. (2) If a private limited company is dissolved on the basis of a court decision, the court shall send the decision to the commercial register for entry. (3) A private limited company is deemed to be dissolved as of the making of the entry on dissolution in the commercial register. Compulsory dissolution enters into force as of the entry into force of the court decision. [RT I 2005, 57, 449 – entry into force 01.01.2006] Source:  https://www.riigiteataja.ee/en/eli/ee/523072020002/consolide/current

The company must indicate the liquidators. A member of board may be an liquidator if the articles of association, a resolution of shareholders, a court rouling prescribes otherwise. The place of residence of liquidator shall be in Estonia. The liquidators are liable in the same manner as company members for any damage caused.

Company liquidation with simply steps

Bence’s Checklist for Closing “Bence Consultations OU”

👤 Meet Bence, a passionate programmer and e-Residency card holder for five years. He embraced remote work with “Bence Consultations OU,” contributing to the digital world while enjoying his love for travel. Now, as his journey evolves, Bence decides to close his venture and explore new horizons.

📜 STEP 1 – Resolution of the Shareholders about Dissolution: Bence and his fellow shareholders gather around a virtual table and reach a unanimous resolution to dissolve “Bence Consultations OU.” With a friendly nod, they acknowledge that the company’s current direction no longer aligns with their goals.

STEP 2: Submitting the Application for Dissolution 📝 Submitting the Application for Dissolution: With conviction, Bence initiates the process by submitting an application for the dissolution of “Bence Consultations OU” to the Estonian Business Register. This decision marks the beginning of the journey to close the business.

STEP 3: Ensuring Transparency 📰 Publication of Notice in Ametlikud Teadaanded: While “Bence Consultations OU” isn’t a public limited company, Bence still ensures that the closure is transparent. A heartfelt notice finds its way into Ametlikud Teadaanded, sharing the company’s farewell message. 📣 Notification of Known Creditors: The liquidators extend courteous notifications to all known creditors, ensuring that the company’s winding-up process is communicated effectively. A respectful gesture that aligns with Bence’s values.

STEP 4: Document Preparation 📊 Preparation of Financial Documents: In an organized manner, Bence and his team prepare the opening balance sheet and the annual report. A final touch of professionalism to acknowledge the company’s journey.

STEP 5: Settling Financial Obligations 💰 Selling Assets and Settling Debts: Guided by Bence’s resolve, the liquidators handle the sale of assets, the collection of debts, and the fulfillment of financial obligations to creditors. A prudent process that follows the principles of company liquidation in Estonia. 📈 Final Balance Sheet and Asset Distribution Plan: As chapters close, Bence’s company nears its conclusion. The final balance sheet and asset distribution plan are meticulously prepared, embodying Bence’s commitment to an orderly closure.

STEP 6: Wrapping Up 🤝 Distribution of Assets Among Shareholders: The final act of unity unfolds as the assets find new homes among the shareholders. Bence’s company may be closing, but its impact continues through the fair distribution of assets. 📑 Application for Deletion from Commercial Registry: With gratitude for the journey, Bence submits the application for the removal of “Bence Consultations OU” from the commercial registry. The process, a culmination of Bence’s entrepreneurial story in Estonia. Remember, this is a fictional adaptation based on Bence’s scenario. Feel free to tailor the text according to your actual situation while maintaining the friendly and simple tone.

Closing a company in Estonia is quite a complicated and time-consuming process .  Eesti Consulting as member of e-Residency Marketplace will help you dissolve a company in Estonia.

Closing an Estonian Company? Let’s Make It Easy with EESTI CONSULTING! 👋

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Methods of Company Liquidation

Easy Company Dissolution by Court Decision

  👤 Name: Anna

🔍 Situation: Meet Anna, a dedicated individual who owns an Estonian tech startup.

📜 Process: Despite Anna’s best efforts to keep things smooth, her Estonian company ran into legal issues. But no worries! The case heads to court where a judge kindly reviews the situation and decides that Anna’s company should dissolve due to non-compliance.

📝 Outcome: Thanks to the court’s decision, Anna’s Estonian company wraps up its journey and completes the process of company liquidation in Estonia, all done with a friendly legal touch.

A Friendly Farewell to Their Estonian Company

 👤 Name: Alex

🤝 Situation: Enter Alex, a seasoned entrepreneur running a consulting firm in Estonia alongside pals. Together, they decide their Estonian company has run its course, and it’s time for a heartfelt goodbye.

📄 Process: Alex and friends follow the gentle path of their company’s articles of association. They notify the Estonian Business Register with smiles, tie up loose ends, and settle obligations – a true embodiment of a friendly Estonian company liquidation process.

📰 Outcome: With the paperwork completed and debts settled, Alex and pals part ways with their Estonian company on friendly terms. Their story becomes an example of a kind and considerate company liquidation in Estonia. Remember, these are fictional scenarios and examples. Real-life situations can vary widely based on individual circumstances. Feel free to adapt these examples to fit the specifics of your content or situation, maintaining the friendly and simple tone.

Debt-Busting Estonian Company Liquidation by Bankruptcy

 👤 Name: Mark

💸 Situation: Here’s Mark, a diligent soul who runs a small retail business in Estonia. Unexpected financial twists pile up debt, making it hard to keep up.

  🏦 Process: Creditors step in and initiate a bankruptcy process for Mark’s Estonian company. A friendly liquidator takes over, selling assets and settling debts with grace and fairness, adhering to the process of company liquidation in Estonia.

 💼 Outcome: As the dust settles, Mark’s Estonian company concludes its operations, fulfilling the steps of company liquidation in Estonia, all in a friendly and organized manner.

A Heartwarming Estonian Company Resolution

 

👤 Name: Laura

📉 Situation: Meet Laura, the spirited owner of a boutique in Estonia. Her Estonian company faces financial turbulence, leading to bankruptcy proceedings. But hey, Laura’s resourcefulness comes to the rescue.

💪 Process: Laura heads to court with renewed vigor, showing how her Estonian company has regained financial strength. The court nods in agreement, allowing Laura’s company to bounce back and sidestep dissolution in a warm and encouraging resolution.

📣 Outcome: With the court’s understanding, Laura’s Estonian company bounces back, dodging the harsh winds of dissolution. A tale of turnaround told in the language of friendly company liquidation in Estonia.

Questions about Company Liquidation

Company Liquidation

  • How can a private limited company be dissolved?

    A private limited company is dissolved either by a resolution of the shareholders or through a judicial decision.

  • What are the grounds for voluntary dissolution?
    1. A resolution approved by at least two-thirds of the participating shareholders, unless the articles of association specify a larger majority.
    2. Provisions prescribed by the articles of association.
  • What is the process following a voluntary dissolution decision?

    A liquidation proceeding must be conducted. The dissolution resolution is entered in the commercial register, with the management board submitting an application for this entry. Relevant documents, like the resolution and minutes of the shareholder meeting, are appended to this application.

  • Who can act as liquidators?

    Generally, members of the management board act as liquidators, unless the articles of association or a shareholders’ resolution dictate otherwise. A liquidator must consent to the appointment.  Ask our company to act as an Liquidator.

  • What are the responsibilities of the liquidators?
    1. Terminating the company’s activities.
    2. Collecting debts.
    3. Selling assets.
    4. Satisfying creditor claims.
    5. If assets are insufficient to satisfy all creditor claims, the liquidators must submit a bankruptcy petition to court.
  • What are the main stages of liquidation?
    1. Appointment of liquidators and updating the business register.
    2. Publishing a liquidation notice and notifying creditors.
    3. Preparing the liquidation report.
    4. Selling assets, collecting debts, and satisfying creditors.
    5. Preparing the final liquidation report and asset distribution plan.
    6. Distributing assets among partners.
    7. Applying for deletion of the company from the business register.
  • Can a dissolved company resume its activities?

    Yes, a dissolved company can continue its activities, undergo a merger, division, or transformation. However, a resolution to continue operations should be adopted before distributing assets among shareholders.

  • When can a company be deleted from the Commercial Register after liquidation?

    The application for deletion can be submitted at least six months after the liquidation process begins and three months after informing shareholders of the final liquidation report. The report, along with the asset distribution plan, must be attached to the application

  • What happens to a private limited company's documents after deletion from the register?

    They must be stored for ten years, usually with the liquidator or an appointed person, who will be specified in the business register.

  • What are the grounds for voluntary dissolution?

    Voluntary dissolution can occur through a shareholders’ resolution approved by at least two-thirds of participating shareholders (unless articles of association require a greater majority), or if prescribed by the company’s articles of association.

  • What is required upon the voluntary dissolution of a private limited company?

    A liquidation proceeding is conducted. The dissolution resolution is entered in the commercial register, and an application for entry is submitted by the management board. The resolution and meeting minutes or voting records are attached to the application.

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    Who are the liquidators of a private limited company? Ask Eesti Consulting about liquidator – if your e-Residency card will expire soon…it may be a solution. 

  • What are the stages of liquidation?

    Stages include appointing liquidators and recording the dissolution in the business register, publishing a liquidation notice, preparing a liquidation report approved by shareholders, selling assets, preparing a final liquidation report and asset distribution plan, distributing assets among partners, and applying for deletion from the business register.

  • What is the process for deleting a private limited company from the Commercial Register?

    Liquidators submit an application for deletion after a specific waiting period, attaching the final liquidation report and asset distribution plan. All liquidators confirm court challenges are absent, and creditors’ claims are satisfied. Documents must be stored for ten years after deletion.

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