Negative share capital must be resolved as soon as possible.

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

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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, and
• 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, within three months after approval of the annual report, convene a shareholders’ meeting 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 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.

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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 can be returned to the owner, and this may be done no earlier than 4 months after the start of the liquidation process. 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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Need help?
We can assist with share‑capital operations, draft resolutions, Business Register filings, or a turnkey liquidation package.

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

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.

Negative share capital must be resolved as soon as possible.

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 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. 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.

---

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 can be returned to the owner, and this may be done no earlier than 4 months after the start of the liquidation process. 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.

---

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.

Digital notarial services in Estonia and selected embassies.

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.

It’s about half a year.

For a private limited company, the absolute minimum is six months—but only if every statutory step is 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 pass 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.

Necessary steps.

Dissolving a company in Estonia is a formal legal process that must follow specific steps outlined in the law. Failing to comply may lead to delays or legal complications.

A private limited company (OÜ) can be dissolved by:

• a shareholders’ resolution,

• a court decision,

• bankruptcy, or

• other conditions defined in the Articles of Association.

Once the decision to dissolve the company is made, the following mandatory steps must be followed:

1. Adopt a liquidation decision – The board members (or shareholders) must sign a legally valid resolution, which is then submitted via the Estonian e-Business Register. This can also be done with a Power of Attorney or through an e-notary, though using the e-Business Register is recommended for speed and convenience.

2. Publish a liquidation notice – A public announcement must be made via the Government’s official publication platform: www.ametlikudteadaanded.ee.

3. Prepare the final balance sheet – This includes an overview of the company’s assets, liabilities, and distribution plan.

4. Adopt a deletion decision – Once all legal and financial obligations are fulfilled, a final decision to remove the company from the Commercial Register must be filed.

By completing these steps properly, the liquidation process is carried out in accordance with Estonian law, helping to avoid delays, disputes, or legal risks.

Ask ChatGPT

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.

Liquidation Notice Requirements in Estonia

Yes, after the shareholders have filed the liquidation decision with the Estonian Business Register, the company must publish a public notice in the www.Ametlikud Teadaanded.ee

Ametlikud Teadaanded is the official online publication of the Republic of Estonia, in which announcements, invitations, and announcements are published for public announcement.

Publishing that notice is included in our liquidation-service fee but only liquidator or board member can add it.

The liquidator’s authority is recognized solely through the Business Register, but the notice itself is entered online in the e-Business Register environment by logging in with an Estonian ID-card, Mobile-ID, Smart-ID, or e-Residency card.

Digital notarial services in Estonia and selected embassies.