Estonia Restructuring — OÜ Dissolution, EU Mergers & IP Migration
Voluntary OÜ dissolution via Äriregister, cross-border EU mergers under the Directive on Cross-Border Conversions, and IP migration out of Estonia. We run the whole procedure.
What Restructuring includes in Estonia
What you receive
How it works
Helpful resources
Where to register and how we differ
Restructuring in Estonia — frequently asked questions
Voluntary dissolution of an OÜ moves in steps: a shareholder resolution (2/3 majority), appointment of a liquidator, notice in the official gazette (Ametlikud Teadaanded) with a three-month creditor-claim window, settlement of all liabilities, distribution of the remaining assets, and deregistration from the e-Business Register. Usually 4–6 months. With no debts and no employees, an expedited procedure through the e-Business Register is available.
Yes. Under the Commercial Code an OÜ converts into an AS (public limited company), a general partnership, or a limited partnership — through a formal procedure with shareholder approval, a conversion plan, and re-registration. Cross-border conversions within the EU are allowed too, under the EU Mobility Directive. We build the conversion plan to cut through the tax and regulatory friction, especially where licences are in play.
Merging two Estonian OÜs requires a merger agreement from both companies, shareholder approval (2/3 majority), filing with the e-Business Register, a one-month creditor-objection window, and completion of registration. It's structured as absorption (one absorbs the other) or consolidation (both dissolve, a new entity forms). With genuine business reasons, a tax-neutral merger is possible. The whole process runs about 3–6 months.
Cross-border mergers, divisions, and conversions involving Estonian OÜs are governed by the Commercial Code implementing the EU Mobility Directive. The procedure: a conversion/merger plan, an independent expert report, shareholder approval, and registration filings in both jurisdictions. The Estonian Commercial Register coordinates with the authority in the destination country. The multi-jurisdiction filings, we run ourselves — usually 4–9 months.
Business reorganisations — mergers, divisions, transfers of business — pass tax-neutrally under Estonian law when they qualify as genuine commercial transactions and no cash consideration changes hands. Transferring assets at market value taxes the gain at 22% CIT (22/78 mechanics, since 1 January 2025). Where CASP or EMI licences are involved, restructuring is pre-cleared with the FSA — licences don't transfer automatically. We model the full tax impact before choosing the form.