Termination of the liquidation process of an Estonian company (OÜ)

In case the Estonian company has submitted a winding-up decision to the Business Register, appointed liquidators, but has not yet been deleted and is in the status of "in liquidation", it is still possible to stop the liquidation process. This can be done only before the distribution of the property among the shareholders. The decision to suspend the liquidation must be taken by the shareholders.

In order to stop the liquidation process, the liquidators must submit an application to the Business Register. The decision of the shareholders must be attached to the application. If the liquidators were also former board members, their powers will be restored. If the shareholders decided to elect new board members, they all have to sign the application.

For those who have an Estonian ID card, e-resident’s ID, Smart ID or Mobile ID the whole process can be done in the e-Business Register Portal. In such a case, all persons involved must digitally sign the application there.

If the persons involved in the matter do not have the opportunity to sign in the portal, they must come to the Estonian notary office and submit the application through a notary.

As a third option, the persons involved have an option to issue a power of attorney (PoA) to a representative from Estonia who can submit the necessary application. The text of the PoA in accordance with Estonian laws is prepared and sent by the representative.

The PoA must be notarized and, depending on the country, also certified with an apostille or legalized.