A private limited company, or OÜ, can be dissolved by voluntary resolution of the shareholders or by judicial order.
The basis of a voluntary dissolution is the shareholder meeting where the resolution must be approved by at least 2/3 of the shareholders.
To dissolve your OÜ, the management board must submit to the Commercial Register a formal request, the shareholders’ dissolution resolution and the minutes of the meeting during which it was approved. The submission of these documents is followed by liquidation which takes a minimum of (6) months. Detailed information about the full process can be found in the State Portal.
According to the law, you must appoint at least one liquidator whose physical residence is in Estonia. The intention behind this requirement is to make sure, that companies could be held accountable should there be any unfinished business and that the interests of creditors would be protected. Liquidation service is offered by many business service providers, including those listed on our Marketplace.
After your OÜ has been liquidated, the company management board will have to submit an application to the Commercial Register for the deletion of the company from the Commercial Register. All applications can be submitted digitally with (active) e-Residency digital ID cards.
In general, the whole process typically takes (8) months. For the board members, this is a passive period though as the process itself is rather straightforward and doesn’t require significant effort from founders side when a business service provider is used for assistance.
Note, the activities of a dissolved OÜ can be continued, or a merger, division or transformation of the company may be conducted. In this case, the liquidators must submit to the Commercial Register an application for continuing their activity.
We recommend you seek the assistance of a business service provider to guide you through the whole process.
Dissolution by judicial order
A compulsory dissolution may occur if your company intentionally ignores its duty to submit an annual report or pay taxes in any jurisdiction, abuses deferment of share capital contribution or the management board has not been selected and the registrar’s warnings are ignored.
Additionally, your company can face compulsory dissolution if its activity is not in conformity with any other requirements set forth in legislation or is in conflict with public order and good morals.
When a company is closed by judicial order, one needs to consider, that the information about the compulsory dissolution will remain public. This will be taken into account for future e-Residency applications and may also be considered as a restriction when applying for different EU grants intended for businesses.