Business plans don’t go always as planned, and maybe you want to have your company delisted from the Commercial Register. If some basic requirements are met, now you can just delete an Estonian company without starting its liquidation.
On 1 February 2023, a new Estonian Commercial Code came into force along with an entirely new law called the Commercial Register Act. These laws regulate how Estonian limited companies can be dissolved and deleted.
Before these amendments came into force, to have a company delisted from the Commercial Register, it was necessary to start its liquidation.
Now, dormant companies that have yet to start activities can be closed without the cumbersome liquidation process simply by applying for deletion from the Business Register.
Deletion of a dormant company
Starting 1 February 2023, Estonian companies can be deleted from the register if they have not commenced activities. All shareholders and management board members need to agree with it.
This is what § 63 Commercial Register Act provides for.
§ 63. Deletion based on petition. A private limited company may apply to the registrar for its deletion from the register if the private limited company has not commenced activities and it is confirmed by all members of the management board and all shareholders.
Not commencing any activities is something that is not further explained by the law. Also, there is no definition of a company dormant in Estonia.
We would translate it to the fact that the company has not had bank accounts or any transactions on business bank accounts, no sales nor expenses were recorded, the company carries no debt and never purchased assets.
Having some company expenses paid personally by a reporting person should be acceptable if such a person doesn’t want to reclaim them from the company.
Before deletion, the court will check that the company does not hold shares in other Estonian companies or have vessels, real estate or publicly traded stocks.
How to delete an Estonian company
For the deletion of a company, in the e-Business Register, there’s now a new option called “Delete legal person”.
Starting the application through this automatically generates application text, so no resolution needs to be uploaded. Noteworthy is that all shareholders and board members must sign the application with their e-residency cards.
What happens after submitting an application to delete an Estonian company?
Once the application is submitted, the court must check if other interested government agencies approve the deletion. The court also verifies if the company has shares in other Estonian companies, real estate, vessels or publicly traded stocks. If these checks go well, the notice is published in the official gazette ametlikudteadaanded.ee.
The court can eventually delete the company three months after the notice has been published.
Companies that got deleted voluntarily cannot be opened again.
Can we be of any help?
If you need any help with the deletion of your Estonian dormant company, or you’re looking for other corporate services, feel free to get in touch with our staff.
