What are the steps and timeframe for liquidating an Estonian company?

Estonian company standard liquidation takes a minimum of 7-8 months, except for companies that have not started operations at all or single-shareholder companies whose liquidation occurs through merger with the owner's personal assets as a natural person.

The standard liquidation process is as follows:

• 1. Liquidation decision and appointment of liquidator(s)

  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.

• 2. Filing liquidation and liquidators in Business Register

  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 Business Register within one week.

• 3. Publishing liquidation notice in Official publication "Riigi Teataja"

  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.

• 4. Preparing and submitting liquidation balance

  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.

• 5. Preparing final balance and asset distribution list

  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.

• 6. Distribution of assets if there are any

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

• 7. Preparing and submitting deletion application

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

• 8. Company deletion from registry

  If all submitted data and documents are correct, then the Business Register will delete the company within approximately 1 week.