If you decided to liquidate the company, then such process is not quick and will take minimum 9 months.
Before liquidation, I advise you to double-check the Statute of your firm, in particular the clause regarding the distribution of assets (is it possible to distribute them only in cash, or whether non-monetary payments also allowed?) and, if necessary, change this clause in the charter before you start the liquidation process.
In order to start the liquidation procedure, a member of the board needs to enter commercial register website (ariregister.rik.ee), select the company (under "My undertakings"), click on the company you wish to liquidate and select "Start an entry application regarding liquidation".
Next, you will need to fill in the application form, and provide the register owner(s)' decision (there will be a separate line for this). If a member of the management board wishes to delegate the liquidation procedure to another person (so-called liquidator), then it will be necessary to indicate an ID code of this person in the application form.
In order for the registry to accept the application, you will need to pay a small state fee (currently 25 EUR) and at the very end of the form click on "submit application".
What's next? Further, the news regarding start of liquidation procedure of the company need to be published in Avalikud Teadaanded, Liquidator has to submit an applicaiton on this website for that (state fee of 7 EUR applies). The creditors will have time to contact the company to collect its debts (longer period of time is mainly given for this), and meanwhile the company can prepare a liquidation report (likvideerimisaruanne) and submit it to the register. The liquidation report is compiled as of the date of liquidation. Liquidation reporting principles are regulated by ASBG 13 instruction (RTJ 13).
Further steps:
- Sale of private limited company assets, collection of debts and satisfaction of creditors' claims,
- Preparation of the final balance sheet and asset allocation plan,
- Distribution of assets among shareholders,
- Paying taxes (if applicable),
- Closing the current account of the private limited company with the bank, if necessary, - Terminating other agreements entered into on behalf of the private limited company.
An application for deletion of a private limited company from the business register may be submitted to the registrar not earlier than 6 months after the entry of the dissolution of the private limited company in the business register and publication of the liquidation notice and 3 months after the final balance sheet and asset distribution plan. In the "Persons" section of the application, the liquidators are deleted and the details of the custodian are added. For the Documents section, the final balance sheet and the asset allocation plan are added. The text of the deletion decision must be written in free form in the application for deletion.
On this site you can find examples of documents (owners's decision etc.): https://abiinfo.rik.ee/avalduste-esitamine/naidismallid.
If the company had contributed capital, and if the contribution was declared, then in case of available funds, the owner has a right to return this amount without paying additional taxes. This withdrawal from the capital will also need to be indicated in the TSD declaration.
Other withdrawals of funds/assets (if this is not a return of the debt to the owner) are subject to the income tax.
If the application form was filled in correctly, the registry will delete the company within 5 business days.
Please note that e-residents will need a local liquidator (unless the company is new and had no activities at all).
NB! The company can also be deleted using the merger procedure with the assets of a private individual. In this case, the owner takes responsibility for the debts of the company. The register deletes the company only upon receipt of permission from the Tax Authorities. This procedure is described in more detail in the Commercial Code (§ 427).
Other ways to remove a company from the register:
- merger with another company,
- sale of the company,
- bankruptcy.
If you have any questions, please feel free to ask.
If you wish to order service on liquidating the company, price list can be found here.
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