On 1 February 2023, a new Estonian Commercial Code came into force along with the Commercial Register Act. These laws regulate how Estonian limited companies (OÜ) can be dissolved and deleted.
The reforms introduced new flexibility, especially for e-resident founders who no longer need to appoint a local liquidator. Dormant companies that never began operations can now be deleted from the Business Register without going through the full liquidation process.
However, while this may sound simple on the surface, we strongly advise against attempting this process on your own.
Why you shouldn’t close your company yourself?
Yes, the law now allows company deletion under certain conditions. But interpreting and proving compliance with those conditions can be tricky.
This is how it is written in the Commercial Register Act.
§ 63. Deletion based on petition
A private limited company may apply to the registrar for its deletion from the register if the private limited company has not commenced activities and it is confirmed by all members of the management board and all shareholders.
The law states that companies can apply for deletion if they have “not commenced activities.” What does that mean? There’s no official definition of “dormant” in Estonian law. It typically means:
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No business bank account
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No income or expenses
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No assets or liabilities
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No shares in other companies
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No real estate, vessels, or publicly traded securities
But if any of these assumptions are misjudged, your application could be delayed or rejected. Worse, you could be liable for fines or legal complications.
That is why Unicount recommends working with trusted professionals like 1Office, who specialize in company liquidation and deletion procedures for e-residents. They ensure that the process is legally correct, complete, and carried out without costly mistakes.
Why are experts needed?
Unicount is focused on making company formation simple, but we do not offer company closure services. That’s because closing a company involves legal responsibility and potential tax or compliance implications that require specialist support.
In the past, some e-residents tried to navigate the process themselves — even submitting false data to the court, such as pretending to live in Estonia. This is not only risky but illegal. With the new rules, it’s now easier to do things properly, but only if guided by experts.
1Office has years of experience helping e-residents navigate Estonia’s regulatory landscape. They can:
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Assess whether your company qualifies for deletion or needs full liquidation
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Handle all documentation and communication with the authorities
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Ensure your records are clean and compliant
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Minimise risks of penalties, delays, or rejected applications
What happens if you still want to do it yourself?
If you are certain your company has not operated and meets all conditions, you can log in to the Estonian e-Business Register with your e-resident card. Under the main company tab, there is an option to “Delete legal person.”
However, all board members and shareholders must sign the application digitally, and the process still involves a three-month waiting period and checks by the court and various agencies.
Even a minor oversight — such as unfiled annual reports or unpaid fines — could lead to rejection. For this reason, we recommend speaking to 1Office before initiating anything.
Final word
Closing an Estonian company may be simpler than before, but it’s still a legal process with real consequences if not done properly. To ensure everything is correct and compliant, we strongly recommend using a professional partner like 1Office.
Thanks for reading!
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