When the net assets (equity) of an Estonian private limited company (OÜ) fall below the statutory threshold, the board and shareholders must act quickly to avoid personal liability and, in the worst case, compulsory dissolution.

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

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, and
• not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example: An OÜ with a registered share capital of €10 000 must keep equity ≥ €5 000.
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, within three months after approval of the annual report, convene a shareholders’ meeting to decide on remedies.

2. Legal options (Commercial Code § 176)

3. 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 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 minimum (€2 500) and cover 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.

4. 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 – professional firms can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

5. Director’s liability

Failure to address negative equity may expose the board to personal liability for damages (Commercial Code § 187) and fines. Timely action and documented shareholder decisions are therefore crucial.

6. Frequently asked questions

Need help?
We can assist with share‑capital operations, draft resolutions, Business Register filings, or a turnkey liquidation package.

This guide is provided for general information and does not constitute legal advice.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Our price is for a company with no debts and no or little business activity.

It actually depends on each specific case.

We help with liquidation and bankruptcy proceedings. If necessary, we involve partners.

However, the first step is to contact us and describe your problem as precisely as possible.

Yes, this must be done in the so-called official notices, after the liquidation decision has been submitted to the Estonian Business Registry.

Adding it there or instructing to do it is included in the price of our service.

When the net assets (equity) of an Estonian private limited company (OÜ) fall below the statutory threshold, the board and shareholders must act quickly to avoid personal liability and, in the worst case, compulsory dissolution.

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

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, and
• not less than the minimum share‑capital requirement (currently € 2 500 for OÜs).

Example: An OÜ with a registered share capital of €10 000 must keep equity ≥ €5 000.
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, within three months after approval of the annual report, convene a shareholders’ meeting to decide on remedies.

2. Legal options (Commercial Code § 176)

3. 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 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 minimum (€2 500) and cover 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.

4. 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 – professional firms can handle filings, creditor notices, accounting & tax clearance (fees start around €300–€1 000).

5. Director’s liability

Failure to address negative equity may expose the board to personal liability for damages (Commercial Code § 187) and fines. Timely action and documented shareholder decisions are therefore crucial.

6. Frequently asked questions

Need help?
We can assist with share‑capital operations, draft resolutions, Business Register filings, or a turnkey liquidation package.

This guide is provided for general information and does not constitute legal advice.

Estonian notaries have launched an e-notary service so that company owners can visit an Estonian Embassy abroad to transfer shares, instead of at a notary office in Estonia.

You can read more about this on the e-Residency blog here.

You can choose a notary by logging in with your digital ID at notar.ee.

Don’t worry too much about which one to choose, as long as they can conduct the transaction in English and are part of the e-notary scheme. Notary fees are regulated by law and they all provide the same good quality of service.

In the self-service you can:

• Choose a notary and make an appointment
• Initiate transactions and enter transaction details
• Examine contracts before the transaction
• View all your notarial transactions and invoices

You can use e-Notary in:

• all over Estonia and in the following embassies:
• Helsinki
• Stockholm
• Brussels
• London
• Riga

In the self-service you can:

• Start and sell of companies shares
• Certification of copies, printouts, signatures
• Authentication of power of attorney
• Apostille
• etc.

What is the address of the e-notary?

https://iseteenindus.notar.ee

If you cannot come to visit an Estonian notary, you cannot visit an e-notary, then the only way to conduct the whole process by power of attorney.

The sample power of attorney will be sent to you automatically with the order confirmation. You can add the necessary information there, legalize it and send it back to us.

The liquidators shall immediately publish a notice of the liquidation proceedings of the private limited company in the official publication Ametlikud Teadaanded.

The notice of liquidation must state that the creditors if they exist, must submit their claims within four months of the publication of the notice.

Yes, there is no difference between foreign and local owners liquidating companies in Estonia.

The story is that we are offering a faster way, 48 hours, to get rid of your business, but process speed will start to run from the moment when Public Notary has verified documents.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

The usual liquidation process lasts at least half a year.

It starts with the initial decision and ends with the final balance and deletion from the register. A faster solution is to sell the company to us, and then we will continue with the liquidation ourselves.

The fastest timeline for completing the liquidation of a private limited company in Estonia is six months after the entry of the dissolution in the commercial register and publication of the liquidation notice, as well as three months after notifying shareholders of the final balance sheet and asset distribution plan.

It is important to note that this timeline is dependent on all necessary requirements being fulfilled within this timeframe.

A private limited company can be dissolved by a resolution of the shareholders, a court decision, bankruptcy or other conditions specially specified for that purpose in the articles of association.

Yes, it’s possible.

A private limited company or public limited company may, as a company being acquired, merge with the assets of a natural person (acquiring natural person) who is the sole shareholder of the company.

The merger is permitted also in case the shares are in the joint ownership of the spouses. The merger of a private limited company or public limited company with the assets of the company’s shareholder who is a natural person is permitted also in case in addition to this shareholder the shares of a private limited company or public limited company being acquired are held exclusively by the company itself.

The assets of a company being acquired, including its obligations, shall transfer to the acquiring company upon merger.

The merger will take place without liquidation proceedings. So it’s faster than conventional liquidation.

The merger process between a natural person and her/his company takes far less than the conventional liquidation – about 2-4 months.

No, they are two different procedures. A company must first declare bankrupt and then be liquidated.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Estonian notaries have launched an e-notary service so that company owners can visit an Estonian Embassy abroad to transfer shares, instead of at a notary office in Estonia.

You can read more about this on the e-Residency blog here.

You can choose a notary by logging in with your digital ID at notar.ee.

Don’t worry too much about which one to choose, as long as they can conduct the transaction in English and are part of the e-notary scheme. Notary fees are regulated by law and they all provide the same good quality of service.

In the self-service you can:

• Choose a notary and make an appointment
• Initiate transactions and enter transaction details
• Examine contracts before the transaction
• View all your notarial transactions and invoices

You can use e-Notary in:

• all over Estonia and in the following embassies:
• Helsinki
• Stockholm
• Brussels
• London
• Riga

In the self-service you can:

• Start and sell of companies shares
• Certification of copies, printouts, signatures
• Authentication of power of attorney
• Apostille
• etc.

What is the address of the e-notary?

https://iseteenindus.notar.ee

The usual liquidation process lasts at least half a year.

It starts with the initial decision and ends with the final balance and deletion from the register. A faster solution is to sell the company to us, and then we will continue with the liquidation ourselves.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.

Upon order and payment services are activated in 24 hours.

However, please note that in certain cases, such as when a signed contract and KYC documents are required, the activation of the service may be subject to the timely provision of these additional materials.

Our team will promptly inform you of any such requirements and work with you to ensure a smooth and efficient activation process.