Liquidation of a Private Limited Company (OÜ)
Liquidating a private limited company (OÜ) in Estonia is a formal procedure governed by the Commercial Code (Äriseadustik - ÄS). The process ensures that all creditors are satisfied before the company is removed from the Business Register.
1. Decision and Appointment of Liquidators
The liquidation process begins with a resolution of the shareholders' meeting, requiring at least two-thirds of the votes (ÄS § 203). This resolution must be notarized. The shareholders then appoint liquidators, who assume the duties of the management board.
2. Notification and Creditor Protection
Liquidators must submit an application to the Business Register to initiate the process. According to ÄS § 206, a notice of liquidation must be published in the official publication Ametlikud Teadaanded. Furthermore, known creditors must be notified directly, providing them with a period of at least four months to submit their claims.
3. Distribution of Assets and Deletion
Once all debts are settled and assets realized, a final liquidation report is prepared. Assets may only be distributed to shareholders after six months have passed since the publication of the notice in Ametlikud Teadaanded (ÄS § 208). Upon fulfillment of all obligations, the liquidators apply to the Business Register for the deletion of the company.
Important Note: If the company is insolvent, a bankruptcy petition must be filed instead of voluntary liquidation. Voluntary liquidation is not permissible if the company has outstanding liabilities that cannot be covered.
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