Liquidation isn’t something most entrepreneurs plan for when they launch a business. But for some e-residents, closing a company becomes a necessary step, whether due to shifting priorities, changing markets, or simply the natural end of a venture.
At Unicount, we’ve noticed a growing number of clients entering the liquidation process in Estonia. It’s a trend we take seriously, and we want to ensure that e-residents have access to clear, accurate information and professional support when making this decision.
This guide outlines the key steps, options, and considerations involved in liquidating a private limited company (OÜ) in Estonia. Whether you’re ready to dissolve your business or just exploring your options, we’re here to help.
Understanding liquidation of a company: What it means in Estonia
Liquidation is the formal process of winding down a company’s operations. It’s not the same as simply “closing” a business; it involves legal procedures, financial settlements, and official deletion from the Estonian Commercial Register.
Once a company enters liquidation:
- It must stop all regular business activities
- It may only sell assets, pay creditors, and resolve outstanding claims
- It will be marked as “in liquidation” in the Business Register
- It must preserve its documents for 10 years after deletion
Liquidation ensures that the company’s obligations are properly resolved and that creditors’ rights are protected. It also provides legal closure, which is essential for maintaining transparency and compliance within the Estonian business ecosystem.
Voluntary liquidation of a company in Estonia
The most common path
If your company is solvent and shareholders agree to close it, you can initiate voluntary liquidation. This process begins with a shareholder resolution, which must be approved by at least two-thirds of the shareholders. Once the decision is made, the management board must submit a formal request to the Commercial Register.
A liquidator must be appointed; this can be a board member or another trusted individual. The liquidator is responsible for overseeing the entire process, which typically takes between six and nine months. As the process is demanding, we recommend appointing an expert – contact us via Chat.
During this time, the company must:
- Settle all debts and liabilities
- Distribute remaining assets
- Submit final accounting reports
- File for deletion from the register
If your company never started operations and all shareholders agree, you may qualify for a simplified dissolution under §63 of the Estonian Commercial Code. This process is faster and less complex, but still requires formal documentation.
Alternative exit strategies: Selling or merging the Estonian company
Liquidation isn’t the only way to exit a business. Depending on your company’s status, you may consider:
Selling your company
If your company is active, compliant, and has no outstanding liabilities, selling it may be a viable option. This requires:
- Clean accounting and tax records
- Submitted annual reports
- Cleared debts and confirmed balances
- A buyer and a notarized share transfer (or digital signature if eligible)
Selling can be faster than liquidation and may allow you to recover some value from the business. It’s also a way to preserve the company’s legacy if another entrepreneur wants to continue its operations.
Merging with another company
You can merge your OÜ with another Estonian or EEC company. This transfers all assets and liabilities to the acquiring entity, and no liquidation is required. The shareholders of both companies become shareholders in the merged entity.
This option is ideal for businesses that still have operational value but want to consolidate resources or pivot under a new structure.
Merging with a natural person
Single-shareholder companies can transfer all assets to the owner through a merger. This is the fastest exit option, typically completed in one to two months, but it comes with unlimited personal liability for the company’s obligations.
This route is also available for companies jointly owned by spouses, provided the shares are first consolidated under one person.
Judicial dissolution: When the court closes your company
If a company fails to meet its legal obligations, such as submitting annual reports, paying taxes, or maintaining a management board, it may be dissolved by court order. This process is automatic and public, and it can affect your ability to renew your e-Residency digital ID or apply for EU business grants.
Judicial dissolution is avoidable with proper compliance. If your company is at risk, it’s important to act quickly and seek professional guidance.
What happens after liquidation?
Once the liquidation process is complete, the liquidator must submit:
- A final balance sheet
- An asset distribution plan
- A deletion request to the Commercial Register
The company’s documents must be preserved for 10 years, typically by the liquidator or a designated custodian. A notation is added to the register indicating where the documents are stored.
If undistributed assets are discovered after deletion, a court may order supplementary liquidation and restore the rights of the former liquidators or appoint new ones.
What if your e-Residency card has expired?
If your digital ID is no longer valid, you’ll need to appoint a representative via Power of Attorney. This document must be notarized and may require:
- An apostille (if your country is part of the Apostille Convention)
- Legalisation (if not)
To avoid delays and added costs, we recommend starting the process while your e-Residency card is still valid or applying for a renewal before initiating dissolution.
How Unicount supports e-Residents through liquidation
Liquidating a company in Estonia involves legal, financial, and procedural steps that can be complex, especially if you’re managing it remotely. At Unicount, we assist e-residents throughout the entire process, from preparing documentation to coordinating with legal experts.
We understand the nuances of Estonian business law and the practical realities of running a company from abroad. If you’re considering closing your Estonian company, we encourage you to reach out. We’ll help you evaluate your options and guide you through the most efficient and compliant path forward.
Contact Unicount for liquidation support via our Live Chat
