Negative share capital must be resolved as soon as possible.

Below is a practical roadmap that aligns with the requirements of the Commercial Code (Äriseadustik) and common market solutions.

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1. When is equity “too low”?

Under Commercial Code § 176(2), the company’s net assets must be at least:

• 50 % of registered share capital, ja
• not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example:
An OÜ with a registered capital of €2 500 must keep equity ≥ €2 500 (100 %).

If the balance sheet shows that equity is below either limit (often expressed as negative share capital), the board must convene a shareholders’ meeting within three months after approval of the annual report to decide on remedies.

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2. Practical ways to restore equity

1. Issue new shares/owner cash injection – quickest textbook fix.
2. Convert shareholder loans into equity (set‑off contribution).
3. Revalue (upwards) real estate or IP – allowed if a fair‑value report substantiates it.
4. Cut costs & improve margins – demonstrate turnaround in the next financial year.
5. Sell non‑core assets – realise gains, book profit.
6. Reduce share capital to a minimum (€2 500) and cover the rest via profit or later capital increase.

Tip: Make sure any capital manoeuvre is properly documented, entered in the accounting ledgers and registered in e-Business Register.

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3. Exit scenarios

• Sell the company – shares can be transferred to a buyer who is willing to recapitalise. Ensure the SPA allocates responsibility for past debts.
• Liquidate – a clean way to close down if there is no buyer or business rationale. Requires publishing a creditor notice and preparing a final balance sheet.
• Turnkey liquidation service – we can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

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4. When will the share capital be returned?

Only the paid-in share capital may be returned to the owner, and this may occur no earlier than 4 months after the liquidation process begins. The return can include both the registered share capital and any remaining funds in the company’s bank account, provided all legal obligations have been fulfilled.

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NB!

In Estonia, for a Private Limited Company (OÜ), the €2,500 minimum share capital requirement was abolished in February 2023, meaning the share capital can be as low as €0.01; however, founders become personally liable for the difference if assets fall short of €2,500 in bankruptcy. For a Public Limited Company (AS), the minimum remains €25,000.

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Negative share capital must be resolved as soon as possible.

Below is a practical roadmap that aligns with the requirements of the Commercial Code (Äriseadustik) and common market solutions.

---

1. When is equity “too low”?

Under Commercial Code § 176(2), the company’s net assets must be at least:

• 50 % of registered share capital, ja
• not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example:
An OÜ with a registered capital of €2 500 must keep equity ≥ €2 500 (100 %).

If the balance sheet shows that equity is below either limit (often expressed as negative share capital), the board must convene a shareholders’ meeting within three months after approval of the annual report to decide on remedies.

---

2. Practical ways to restore equity

1. Issue new shares/owner cash injection – quickest textbook fix.
2. Convert shareholder loans into equity (set‑off contribution).
3. Revalue (upwards) real estate or IP – allowed if a fair‑value report substantiates it.
4. Cut costs & improve margins – demonstrate turnaround in the next financial year.
5. Sell non‑core assets – realise gains, book profit.
6. Reduce share capital to a minimum (€2 500) and cover the rest via profit or later capital increase.

Tip: Make sure any capital manoeuvre is properly documented, entered in the accounting ledgers and registered in e-Business Register.

---

3. Exit scenarios

• Sell the company – shares can be transferred to a buyer who is willing to recapitalise. Ensure the SPA allocates responsibility for past debts.
• Liquidate – a clean way to close down if there is no buyer or business rationale. Requires publishing a creditor notice and preparing a final balance sheet.
• Turnkey liquidation service – we can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

---

4. When will the share capital be returned?

Only the paid-in share capital may be returned to the owner, and this may occur no earlier than 4 months after the liquidation process begins. The return can include both the registered share capital and any remaining funds in the company’s bank account, provided all legal obligations have been fulfilled.

---

NB!

In Estonia, for a Private Limited Company (OÜ), the €2,500 minimum share capital requirement was abolished in February 2023, meaning the share capital can be as low as €0.01; however, founders become personally liable for the difference if assets fall short of €2,500 in bankruptcy. For a Public Limited Company (AS), the minimum remains €25,000.

Digital notarial services in Estonia and selected embassies.

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

It’s about half a year.

For a private limited company, the absolute minimum is six months—but only if all statutory steps are completed on time.

• The clock starts when the dissolution is entered in the Commercial Register and the liquidation notice is published in the state gazette Ametlikud Teadaanded.

• At least four months must elapse after shareholders are notified of the final balance sheet and asset distribution plan.

If all filings, creditor notices, and tax clearances are handled promptly, the process can be wrapped up in roughly half a year; any outstanding requirements will extend the timeline.

However, in certain cases, we can offer a fast solution within a few business days: we purchase the shares and take over management of the company, after which we proceed with the dissolution in accordance with Estonian legal procedures. This option may be suitable for clients who need a faster exit or cannot manage the liquidation process themselves. We will first assess eligibility and confirm the applicable solution.

Yes, in most cases, company liquidation can be handled fully remotely.

We prepare the required documents and guide you through the signing process using Estonia’s digital identity tools (e-Residency card, ID card, Smart-ID, or Mobile-ID).

If some steps require additional verification, we will advise the most practical legal option for remote completion.

You do not need to travel to Estonia in standard cases.

Yes, we can assist, but first we must assess whether liquidation is legally possible in your case.

If a company has significant debt, enforcement actions, or court proceedings, voluntary liquidation may not be permitted or may not be the best solution.

In such situations, insolvency or restructuring may be required before closure. We provide an initial review and recommend the safest and legally correct pathway.

No — liquidation and bankruptcy are two different legal procedures.

Liquidation is typically used when a company can settle its obligations and close in an orderly manner.

Bankruptcy occurs when a company is insolvent and cannot pay its debts, requiring formal insolvency proceedings.

Choosing the correct procedure is important to avoid legal liability for management.

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Digital notarial services in Estonia and selected embassies.

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info:

Identification methods.

The following forms of electronic identification are accepted for digital signing and access to Estonian e-services:

• Estonian ID card

• Estonian e-Residency card

• Estonian Smart-ID

• Estonian Mobile-ID

For the most up-to-date list and technical requirements, visit www.id.ee.
Please note that accepted identification methods may change over time, so it’s important to stay informed of any updates.

Additional info: