Merger of Estonian companies (OÜ)
In a merger, one company (the merging company) merges with another company (the acquiring company), and as a result of the merger, the merging company is considered dissolved. The shareholders of the merged (dissolved) company become the shareholders of the merging company upon the merger.
Mergers of companies are often used by entrepreneurs who acquire several smaller companies with a similar purpose or fields of activity and then merge them, to save costs on the accounting of different companies and reduce other administrative expenses.
Merging Estonian companies (OÜ) that have a simple structure takes usually 2 to 6 months. Certain deadlines are set by law, however, the exact timeframe can vary depending on factors like administrative efficiency, how quickly the necessary documents are prepared and approved, and the complexity of the merger process.
Steps and timeframe (set by law) for the division of companies:
Conclusion of a notarized merger agreement in an Estonian notary by the management board members of all companies participated in the merger.
Decision of the shareholders on the approval of the merger agreement - not earlier than 2 (two) weeks after the date of the merger agreement.
Applying to the Commercial Register to make an entry on the merger - not earlier than 1 (one) month after the date of the shareholders' approval decision. The following shall be added to the application:
A merger report or consent not to prepare it.
An auditor's report, if required, or consent not to prepare it.
The final balance sheet of the company to be merged (prepared not earlier than 8 (eight) months before applying to the Business Register).
4. Publication of the merger notice in the official publication “Ametlikud Teadaanded” (https://www.ametlikudteadaanded.ee/) - as soon as the merger is entered in the Business Register.
5. Making entries in various registers (land register, traffic register, etc.) to change the owner(s) of the property.