Estonian company (OÜ) liquidation through merger of assets

A private limited company (OÜ) with a single shareholder can be liquidated by merging the assets of the company with the assets of the company’s shareholder who is a natural person, after which the company is dissolved without liquidation proceedings. Upon the merger, the assets of the company are transferred to a natural person in accordance with universal succession. This means that all the assets and also the obligations of the company are transferred to the owner who is a natural person.

The main steps:

1. The company and the sole shareholder sign a notarized merger agreement, which stipulates the terms of the merger.

2. One month before submitting the application to the Business Register, the board member of the company publishes the liquidation (merger) notice in the official publication “Ametlikud Teadaanded” (https://www.ametlikudteadaanded.ee/), which is kept electronically. The notice must state that creditors must submit their claims within 1 (one) month from the publication of the notice. In addition to this notification, a written liquidation notice must be send to all creditors who are definitely known in connection with contractual relations, etc.

3. If the share of the company is joint property of the spouses, the spouse's notarial consent for the merger must be obtained.

4. After one month from the publication of the official notification, a notarized or digitally signed application, merger contract, and final balance are submitted to the Business Register.

5. After receiving the application, the Business Register applies to the Tax and Customs Board to obtain permission to delete the company from the register. The Tax and Customs Board may refuse to grant a permit if they have a claim against a natural person.

6. After the Tax and Customs Board has given permission for deletion, the Business Register makes a deletion entry in 1-5 working days.