Company Liquidation & Alternatives
Close Company in Estonia or Not? That’s the question. How much money do you need to pay for the yearly services to keep a non-trading company? What to do first? Close the company or close the bank account? Perhaps a better option is to sell the company to another shareholder. We are considering plenty of options and will inform you about the advantages and disadvantages
Hire Eesti Consulting and discover our expertise and experience! 🚀🔐
Advantages of a Company Liquidation with Eesti Consulting
Our offer is dedicated to e-Residents and other clients. Company liquidation may be done either by e-Residency card or by Power of Attorney with a Notary Public
Advantages Details Competitive Prices 💰 Affordable rates starting from 250 EUR for various consulting services. Positive Opinions 👍 Over 40 positive opinions on e-Residency Marketplace, reflecting client satisfaction. Diverse Consulting Services 🌐 Comprehensive consulting services, including options for Company Liquidation or Selling Company. Industry Recognition 🌟 Mr. Pawel Krok, a board member of Eesti Consulting, was a respondent in a Worldbank Interview for Project B-Ready 2023 (Estonian Market).
👋 Methods of liquidation of companies in Estonia
There are a few methods of company liquidation in Estonia. You can close a company either through the e-Residency card or by using a Notary Public. Closing a company through the e-Residency card is the simplest way, taking approximately 2-3 months. To close a company via Notary Public, we require documents in writing
Company Liquidation by e-Residency card
We appoint our liquidator – sign the documents with PIN-2 using your e-Residency Card and forget about your company. We handle the company liquidation on your behalf. We will notify you once your company status is dissolved.
Company Liquidation by Notary Public
To close a company in Estonia through a Notary Public, we require documents in writing.
List of documents we require:
Document Details Notarized and Apostilled Power of Attorney For the purpose of company liquidation, duly notarized and apostilled for legal validity. Client Interview An interview with the client to gather necessary information and details for the liquidation process. Access to Bookkeeping Software and Accounting Books Provide access to relevant bookkeeping software and accounting books for the liquidation examination. Control and Checking of Missing Bank Statements and Invoices Ensure all bank statements and invoices are accounted for, addressing any discrepancies or missing documents. Want to restore restore accounting?
What is better: CLOSE or SELL Company?
Do you want to exit the business? To make the right decision – whether to close or sell your company – read some information about the advantages of each option
| Close Company 🚪 | Sell Company 💰 |
|---|---|
| The procedure may takes from 2 to 6 months depending on circumstances. | Do you have a Buyer? You can arrange a transfer of shares in Estonian Company. This procedure usually requires a Power of Attorney and notary assistant. |
I don’t want close company….Can I keep it?
Martin, a 33-year-old IT guy, has a problem. His company isn’t doing anything right now, and he’s not sure if he should keep it or close it. He’s feeling confused about what to do! 🤷♂️🏢
Yes, you can keep the company , but you need pay the yearly costs indicated below if you decide dont close company.
Costs if you decide to keep the company open:
| Service | Cost |
|---|---|
| Contact Person | 100 EUR per yearly service |
| Legal Address | 100 EUR per yearly service |
| Accounting Services | 0 EUR per month or 50 EUR for VAT return (0 if no sales/purchases) |
| Annual Report | No additional cost (Every company needs to file it by 30.06.2024, regardless of past trading activity or dormancy) |
The Procedure of Company Liquidation
To definitely close 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 has a right to be an liquidator if the articles of association, a resolution of shareholders, a court rulling 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.
| Document Title | Download Link |
|---|---|
| Shareholder Decision Template (Liquidation) | Shareholder_decision_Template ⬇️ |
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.
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.
| Step | Description |
|---|---|
| 📜 | Resolution of Shareholders about Dissolution – Unanimous decision to dissolve the company due to misalignment with goals. |
| 📝 | Submitting Application for Dissolution – Bence initiates the dissolution process by submitting an application to the Estonian Business Register. |
| 📰 | Ensuring Transparency – Publication of a farewell notice in Ametlikud Teadaanded and notification to known creditors for effective communication. |
| 📊 | Document Preparation – Preparation of opening balance sheet and annual report for a professional acknowledgment of the company’s journey. |
| 💰 | Settling Financial Obligations – Selling assets, settling debts, and preparing a final balance sheet and asset distribution plan. |
| 🤝 | Wrapping Up – Distribution of assets among shareholders, followed by the application for removal from the commercial registry. |
Do You Want Close Company? Let’s Make It Easy with EESTI CONSULTING! 👋
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
A private limited company is dissolved either by a resolution of the shareholders or through a judicial 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. 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. 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. 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 They must be stored for ten years, usually with the liquidator or an appointed person, who will be specified in the business register. 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. 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. 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. 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. 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.Company Liquidation
Media about Eesti Consulting
Useful Links 🌐
| The Name | Link |
|---|---|
| Commercial Code | Commercial Code |
| Tax Liabilities of Companies Established by e-Residents | Tax Liabilities |
| Application of Dissolution and Deletion | Application of Dissolution and Deletion |
| Deletion of OU Company | Deletion of OU Company |