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.
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.
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 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 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.