Dissolution of a private limited company

A private limited company is dissolved by resolution of the shareholders or judicial decision.

The basis of a voluntary dissolution is the shareholders’ meeting, where the resolution must be approved by at least 2/3 of the shareholders participating at the meeting.

To dissolve the private limited company, the management board must submit to the Commercial Register a request (in writing or electronic form via the company registration portal), the shareholders’ dissolution resolution and the minutes of the general meeting.

Liquidation

The dissolution resolution and submission of application is followed by liquidation, in the course of which it is important that you follow a specific series of steps.

Liquidation consists of the following stages:

  • appointment of liquidators and entry of their names into the Commercial Register;
  • publication of a notice regarding liquidation of a public limited company in the Ametlikud Teadaanded and notification of all known creditors;
  • preparation of the final balance sheet of the private limited company and distribution of assets;
  • organizing the accounting of the private limited company being liquidated and payment of taxes.

Liquidation of a private limited company is a fairly time-consuming process that lasts at least six months. If it emerges that the private limited company has additional distributed assets, an additional liquidation must be carried out.

The activities of a dissolved private limited company 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.

Deleting a private limited company from the Commercial Register

After the private limited company has been liquidated as required, the company management board will have to submit an application to the Commercial Register for the deletion of the company from the Commercial Register. This can be done after a minimum of six months of the entry of the dissolution of the private limited company into the Commercial Register and providing notification thereof. You will have to attach a final balance sheet and asset distribution plan to the request for deletion from the Commercial Register.

Last amended: 02-02-2016 12:13 | Compiled by: Ministry of Justice