Company liquidation in Estonia

Closing an Estonian company is a calendar, not a negotiation. Every step is an entry in one electronic register, and the periods between the entries are written into the law.

The rest of what we do in the country is on the Estonia page, and the way this same closing is built elsewhere is set out under closing a company.

What the register wants in hand

• A shareholders' resolution to dissolve, carried by at least two thirds of the votes of the shareholders taking part in the meeting.
• An overview of this year's business that states within what period the company can satisfy its creditors.
• Liquidators named. By default they are the members of the management board, and the articles or the shareholders may decide otherwise.
• A petition to the register, either signed digitally or certified by a notary who files it.
• Any document in a foreign language with a sworn translation into Estonian attached.

The periods the statute fixes

• The liquidators publish the notice in the state's official announcements, and creditors then have 4 months to submit claims.
• A late claim does not die. The creditor keeps it, and keeps the right to sue the company that is being liquidated.
• Assets may be distributed 6 months after the dissolution entry and the notice, and 2 months after the shareholders are told the final report is ready to read.
• The petition for deletion goes in no earlier than 6 months after that entry and no earlier than 3 months after the report is opened to the shareholders.
• Where the company has a single shareholder, the 2-month wait before any distribution does not apply.
• Where that single shareholder is also the liquidator, the 3-month wait before the deletion petition falls away too, and the closing runs on the 6-month period alone.

What the entries cost

What deletion does not close

A creditor left unpaid can ask a court for a supplementary liquidation after the company is gone. The court may restore the former liquidators or appoint new ones, and the assets found are shared out again.

The same route opens where undistributed property turns up later, so anything the company still owns leaves before the closing starts and not during it. A creditor asking for the procedure back has to show the claim went unsatisfied and that there is no other way to collect.

Sources: the resolution, the liquidators, the 4-month claims period, the waits before payout and deletion, and the keeper of documents — sections 202, 206, 212, 213, 216, 218 and 219 of the Commercial Code; the €25 entry, the double rate and the free deletion — sections 23 and 63 of the Statutory Fees Act; the electronic register and the sworn translation — the Commercial Register Act.