Estonian Company Dissolution

A private limited company gets dissolved by judicial or shareholders declaration in Estonia. In the case, the dissolution occurs due to consent of shareholders, these shareholders conduct specific meeting where 2/3 participants should give verdict in the favor of Estonian company dissolving. For this purpose, the board of management has to submit the request of dissolution to commercial Registrar with details such as duration of the meeting etc. This request can be submitted through Estonian company registration portal via electronic form or through written application. The process of dissolution consists of several steps varying from resolution to submission of application and liquidation.

The steps of liquidation are as followed

• Liquidators’ names entry to Commercial Register
• Notice publication about liquidation of the company along with notification to all creditors in Ametlikud Teadaanded
• Asset distribution and creation of closing balance sheet of company accounts
• Taxes payment

Basically, this Liquidation process of Estonian company takes up to six moths. In the case the company is liable for additional asset distribution; the liquidation process is carried out further.
Once the liquidation process completes, the aftermath of dissolved company appears in the form of different activities such as division and subdivision, mergers or transformation of private limited company. However, the Commercial Register should be informed by liquidators about these activities timely. For this purpose, they can submit application containing information about their steps after dissolution of private limited company.

For deleting the data of dissolved company from Commercial Register, the company’s board of management have to submit application following request to delete Estonian company from Commercial Register. However, this step can be taken after six months of the private limited company dissolution. The requester also have to submit asset distribution and closing balance sheet to Commercial Register for approval of company deletion.