- Preparation of liquidation application
- Publication of the notice on the government portal
- State fee
- Preparation of the final balance sheet
- Preparation of a notice of deletion from the business register
- 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 (16)
The Estonian Commercial Code states that it needs to be raised.
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 the law, the shareholders shall decide:
1) Reduction or increase of share capital
2) The dissolution, merger, division or transformation of a private limited company
3) Submission of a bankruptcy petition
We can help with the terminal liquidation process.
Please take a closer look at our respective service:
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:
In the self-service you can:
- Start and sell of companies shares
- Certification of copies, printouts, signatures
- Authentication of power of attorney
What is the address of the e-notary?
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.
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.
Standard Procedure for Non-Payment of Services:
The established protocol for addressing non-payment of services typically involves several steps to ensure a fair resolution. These steps are as follows:
- Reminder Letter: A formal communication is sent to the debtor, notifying them of the outstanding payment and requesting immediate settlement. The letter serves as an initial reminder and allows the debtor an opportunity to rectify the situation promptly.
- Repeated Reminder Letter: In the event that the debtor fails to respond or settle the outstanding amount after the initial reminder, a subsequent reminder letter is sent as a follow-up measure. This letter reiterates the urgency of payment and emphasizes the potential consequences of continued non-compliance.
- SMS Reminder: In addition to written communication, a text message reminder is commonly employed as a supplementary means of notification. This method aims to further prompt the debtor to take immediate action in resolving the unpaid balance.
- Register of Debtors: If the debtor remains unresponsive or persistent in non-payment, their details may be recorded in a register of debtors. This record serves as a reference for future actions and ensures transparency within the process.
- Court Proceedings: Should the previous steps prove ineffective, legal action may be pursued through court proceedings. This involves initiating a formal lawsuit against the debtor, presenting the case before a judge or magistrate, and seeking a legal judgment in favor of the owed amount.
- Bailiff or Debt Collection Company: If necessary, following a court judgment, the services of a bailiff or a reputable debt collection company may be enlisted. These professionals are authorized to take further action to recover the owed funds, which may include seizing assets, enforcing payment plans, or implementing other legal measures.
It is important to note that throughout this process, initial transaction costs incurred as a result of pursuing the outstanding payment will be included. Additionally, as the proceedings progress, state fees and bailiff costs, which are associated with legal action and the involvement of authorized officials, will be added to the outstanding balance.
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.