One day you may need to end your business activities in Estonia, whether it’s due to plans not working out or receiving an offer to buy your company, it’s essential to know your options.

1. Liquidation / Dissolution of Your Estonian Company

The most common method to end business activities is voluntary liquidation. This process begins with the consent of the shareholders. A liquidator is then appointed, who can also be one of the board members. Of course, the company must be solvent.

Preparation for Liquidation 

Before liquidation, stop all business activities and settle all obligations, including:

• Paying taxes
• Settling debts and claims
• Ending contracts
• Closing business bank accounts

If accounting is up to date then the process can start.

Key Steps in Voluntary Liquidation:

1. Preparing the shareholder’s resolution to start liquidation (e-Residents can do this online, non e-Residents need Notarization or Power of Attorney with Apostille)
2. Publish a liquidation notice
3. Submit the liquidation report
4. Submit the liquidation report and approve the final report after six months
5. Submit a deletion petition six months after the liquidation notice was published

If there is something up with the Tax and Customs Board they will need to give also their approval for the deletion.

For more details.

2. Selling Your Estonian Company

Selling is the fastest way to exit your business. It’s quick and cost-effective but requires attention to legal details:

• Share transfers must be done via an Estonian notary
• If married, notarized approval from the spouse and a marriage certificate are required
• All parties must sign a declaration of beneficiary
• Documents issued outside Estonia need an Apostille or legalization
• Income from the sale is not taxable in Estonia (except for real estate companies), but may need to be declared in your home country

Selling Process for E-Residents:

1. Share sale completed remotely via e-notary
2. We book a notary appointment and gather the necessary documents
3. Both parties log in and sign the agreement online
4. We handle the registration of new shareholder/ers and director

Selling Process for Non E-Residents:

1. Sign a notarized Power of Attorney
2. We prepare documents for local notarization (with Apostille if needed)
3. We sign the share transfer on your behalf
4. We update the business register

For company-owned or company-buying scenarios, the process depends on whether representatives are e-residents. Follow the respective steps above.

For more details.

3. Merging the Company with Personal Assets

If you are the sole shareholder, merging your company with personal assets is quicker than liquidation, taking about two months.

Merging Process:

1. E-resident owners complete the process remotely via e-notary
2. e-Residents can do this online, non e-Residents need Notarization or Power of Attorney with Apostille
3. Book a notary appointment to sign the merger decision and another two months later to submit the merger petition
4. Prepare a final balance sheet and publish a merger notice
5. Company deletion occurs after tax office approval

4. Merging Your Estonian Companies

If you have multiple companies, merging them can simplify your operations. Ensure accounting is current and set a balance date for transferring assets and liabilities. The merger process takes at least two months.

Merging Options:

1. One company merges into another, deleting one and continuing the other
2. Companies merge to form a new entity with existing shareholders

Merging Steps:

1. E-resident owners complete the process remotely via e-notary
2. e-Residents can do this online, non e-Residents need Notarization or Power of Attorney with Apostille
3. Book a notary appointment to sign the merger agreement and another two months later to submit the merger petition
4. Prepare a final balance sheet and publish a merger notice
5. Creditors have six months to submit claims