- All paperwork
- Government fee
- An Estonian company can be liquidated voluntary or compulsory, the voluntary decision is taken by the general meeting of the shareholders, while the compulsory liquidation is taken by the court.
- The whole process of covering the claims of the creditors and the process of dividing the remaining assets to the shareholders takes around six months but the whole process of cancelation from the Estonian Business Registry may take longer depending on the size of the company and the way was liquidated, voluntary or compulsory.
- The whole process will last about 6 months, depending on there will be debitors claims or not.
- The prerequisite for performing the service is the existence of the following identification solutions: Estonian, Latvian, Lithuanian, and Belgium ID-Card/Estonian e-resident card/Estonian and Lithuanian Mobile-ID.
- Without the above cards, liquidation will be carried on with Power of Attorney or with Public Notary verification. Additional costs will be added.
Company liquitation (15)
It needs to be raised
Estonian Commercial Code states that if a private limited company has less than half of its share capital or less than the amount of share capital specified in § 136 of this Code or the other minimum amount of share capital provided by law, the shareholders shall decide:
1) reduction or increase of share capital, provided that the number of net assets would thereby form at least half of the share capital and at least the amount of share capital specified in § 136 of this Code or other minimum amount of share capital provided by law, or taking other measures as a result of which the amount of the net assets of the private limited company would be at least half of the share capital and at least the amount of share capital specified in § 136 of this Code or other minimum amount of share capital provided by law;
2) the dissolution, merger, division, or transformation of a private limited company, or
3) submission of a bankruptcy petition.
We can help with the terminal liquidation 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.
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.
In 24 hours after the order has been made and we have received the payment.
In some cases, the service is activated after receiving the signed contract and the provided KYC documents.
Fastest in 6 months.
After the completion of the liquidation, but not earlier than six months after the entry of the dissolution of the private limited company in the commercial register and publication of the liquidation notice and three months after notification of the final balance sheet and asset distribution plan to the shareholders and provided.
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.