Liquidation of Estonian Company / Company Dissolution Package
for dormant and trading companies registered in Estonia Do you have a limited liability company? Do you want to close down a business?
How to dissolve a company?
– by a court decision
– by bankruptcy
– by discontinuing bankruptcy proceedings without bankruptcy
– by another legal basis or as a result of provisions in the articles of association
In order to delete the company, the partners must adopt a resolution by a 2/3 majority
votes. The management board of the company then has to present the shareholders with the annual report for the current accounting year and the overview of economic activities.
§ 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]
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.
How to close company in Estonia?
1. Resolution of the shareholders about the dissolution
2. Submitting the application for dissolution
3. Appointment of liquidators and entry of their names into the Commercial Register ( Estonian company registration portal here )
4. Publication of a notice regarding liquidation of a public limited company in the Ametlikud Teadaanded
5. Notification of all known creditors
6. Preparation of the opening balance sheet of the liquidation and the annual report, approval thereof by the shareholders, and submitting it to the register.
7. Selling the assets, collecting the debts, and satisfying the claims of the creditors of the private limited company.
8. Preparation of the final balance sheet and asset distribution plan ( our accounting services offer )
9. Distribution of assets between shareholders.
10. Submission of an application for the deletion of the private limited company from the commercial registry to the register.