Necessary steps.

Dissolving a company in Estonia is a formal legal process that must follow specific steps outlined in the law. Failing to comply may lead to delays or legal complications.

A private limited company (OÜ) can be dissolved by:

• a shareholders’ resolution,

• a court decision,

• bankruptcy, or

• other conditions defined in the Articles of Association.

Once the decision to dissolve the company is made, the following mandatory steps must be followed:

1. Adopt a liquidation decision – The board members (or shareholders) must sign a legally valid resolution, which is then submitted via the Estonian e-Business Register. This can also be done with a Power of Attorney or through an e-notary, though using the e-Business Register is recommended for speed and convenience.

2. Publish a liquidation notice – A public announcement must be made via the Government’s official publication platform: www.ametlikudteadaanded.ee.

3. Prepare the final balance sheet – This includes an overview of the company’s assets, liabilities, and distribution plan.

4. Adopt a deletion decision – Once all legal and financial obligations are fulfilled, a final decision to remove the company from the Commercial Register must be filed.

By completing these steps properly, the liquidation process is carried out in accordance with Estonian law, helping to avoid delays, disputes, or legal risks.