There are two options for closing your business in Estonia. The first option is to go through the liquidation process. The liquidation process takes at least six months and consists of appointing a liquidator, making public announcement for creditors to send their claims, closing accounting, and finally sending a petition to the commercial register to delete the company.
We provide a full liquidation service including liquidator services, closing accounting, and dealing with third-party claims.
As an alternative, if the company is owned by a sole person, the company is allowed to merge with a private person’s assets. This process is called the merger of a private limited company with the assets of a natural person. The process takes approximately one and a half months and consists of drafting a merger resolution, making a notarial merger agreement, submitting a notice to the portal Avalikud Teadaanded, and closing the accounting.
The result is the same as a liquidation: the company will be deleted from the register. The merger process takes less time and money, so we recommend it to clients who have no or minimal business activity. Please send your request and we will provide a solution based on your business and needs.
A company may be restructured into a company of a different class, meaning that if you have established a private limited company but prefer to transform it into a public limited company, we are able to assist.
Restructuring of a company means making changes in the shareholders and/or the management body of a company. If you are interested in transferring shares, issuing new shares, or removing or adding management board members, please send your request and we will propose a solution for your company.
BUYING/SELLING OPERATING ENTERPRISES
We help to buy and sell working companies, commercial real estate with cash flow, and real estate to invest money or start doing business in Estonia with cash flow-generating companies.
MONETARY SHARE CAPITAL CONTRIBUTION
In order to pay dividends to shareholders or to increase/decrease the share capital value of a company, the Commercial Code of Estonia requires the contribution of the initial share capital (the minimum value of EUR 2,500).
The share capital contribution must be made to a company account and then the Commercial Register must be notified. The Commercial Code of Estonia does not require the company to open a payment account in an Estonian bank. The new amendment that came into force at the beginning of 2018 enables the companies to contribute the share capital to a payment account in a credit institution licenced in an EEA member state, removing a major hurdle in establishing a fully functional company in Estonia.
We assist our clients in making monetary and non-monetary share capital contributions. Please send your request so we can provide you with a solution.
NON-MONETARY SHARE CAPITAL CONTRIBUTION
Non-monetary contribution may be anything which is monetarily appraisable and transferable to the private limited company or a proprietary right which may be the object of a claim. It can also be paid in cryptocurrencies.
In the case of a non-monetary contribution, the sufficiency of the value of the object of the contribution for the nominal value of the share of the shareholder obliged to make the non-monetary contribution is evaluated by the management board of the private limited company. The usual value of a thing or right shall be taken as the basis for the valuation of a non-monetary contribution.
If you are interested in non-monetary share capital contribution, please send us a request.
CHANGES IN SHARE CAPITAL
The minimum required share capital of a private limited company in Estonia is EUR 2,500. In case you are interested in either decreasing or increasing the share capital, we are able to assist. Making changes in share capital might be necessary if you wish to issue new shares and add new people to the company as shareholders, for example investors. In addition, some activities require a higher share capital.
Please note that to make changes in share capital, it has to be contributed. We provide assistance with the share capital contribution. Please send your request and we will provide a solution based on your needs.