Estonian company liquidation steps and duration

The Estonian company liquidation process usually takes at least seven months, except if the company is fully dormant or the liquidation is done via a merger with the sole shareholder’s assets.

The standard liquidation process is as follows:

  • To begin the liquidation process, the shareholders' decision must be signed. If one of the board members will also act as the liquidator, the decision does not need to be digitally signed or certified by a notary. However, it is advisable to have the decision digitally signed for easier handling.

  • After the liquidation decision is signed, the application to the commercial registry must be prepared, and the decision must be added to it. Once the liquidator(s) sign the application, pay the state fee, and submit it. Corresponding amendments are usually filed in the Commercial Registry within one week.

  • Only liquidators can publish the public notice. It is important to publish it ASAP because the company can't be deleted earlier than seven months after the notice is published.

  • Liquidation balance is, in principle, like an annual report. Often, it is prepared before the liquidation is started, especially when an outside liquidator is involved.

  • The final balance sheet and proposal for the distribution of liquidation assets must be prepared and presented to the shareholders four months after the notice is published.

  • If there are remaining assets, they should be distributed between shareholders not before 6 months after the liquidation notice is published.

  • The deletion application can be prepared and submitted with the final balance sheet seven months after the liquidation notice is published. Deletion application must ap.point the holder of company documents, which also needs to sign the application

  • If everything is correct company will be deleted from the Commercial Registry in 1 week.

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